As filed with the Securities and Exchange Commission on August 29, 1997
                                                Registration No. 333-
                                                                     ---------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           WHG Bancshares Corporation
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)
         Maryland                                             52-1953867
--------------------------------                       -------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                                 1505 York Road
                          Lutherville, Maryland 21093
                                 (410) 583-8700
                -----------------------------------------------
                    (Address of principal executive offices)

                           WHG Bancshares Corporation
                             1996 Stock Option Plan
                -----------------------------------------------
                            (Full Title of the Plan)

                              Richard Fisch, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                              1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                -----------------------------------------------
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

============================================================================================
                                                            Proposed
Title of                               Proposed             Maximum             Amount of
Securities to        Amount to      Maximum Offering    Aggregate Offering    Registration
be Registered      be Registered    Price Per Unit         Price (2)             Fee (2)
-------------      -------------    --------------        -----------           --------

<S>                 <C>                   <C>           <C>                <C>    
Common Stock
$.10 par value     162,006 shares (1)     (2)           $2,155,244         $653.04
============================================================================================
</TABLE>

(1)   The maximum  number of shares of common stock  issuable  upon  exercise of
      options granted or to be granted under the WHG Bancshares Corporation 1996
      Stock Option Plan  consists of 162,006  shares which are being  registered
      under this  Registration  Statement  and for which a  registration  fee is
      being paid.  Additionally,  an indeterminate  number of additional  shares
      which may be offered and issued to prevent  dilution  resulting from stock
      splits,  stock  dividends  or similar  transactions  are being  registered
      hereunder for which no additional fee is required.
(2)   Under Rule 457(h) of the 1933 Act, the registration fee may be calculated,
      inter  alia,  based  upon the  price at which  the  stock  options  may be
      exercised.  162,006 shares are being registered  hereby,  of which 131,402
      shares  are  under  option  at an  exercise  price of  $13.4375  per share
      ($1,765,714  in the  aggregate),  27,600  shares  are  under  option at an
      exercise price of $12.625 per share ($348,450 in the aggregate), and 3,004
      shares are under option at an exercise price of $13.675 per share ($41,080
      in the aggregate), for a total offering of $2,155,244.

      Under Rule 462 of the 1933 Act,  the  Registration  Statement  on Form S-8
      shall be effective upon filing with the Commission.



<PAGE>



** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**

PROSPECTUS
----------

                                 162,006 Shares
                                
                                 --------------

                           WHG BANCSHARES CORPORATION
                                  COMMON STOCK
                           (Par Value $.10 Per Share)

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

                           WHG BANCSHARES CORPORATION
                             1996 STOCK OPTION PLAN

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

      This Prospectus  relates to 162,006 shares of common stock, par value $.10
per share (the "Common Stock"), of WHG Bancshares Corporation (the "Company"), a
Maryland  corporation  which is the parent  savings and loan holding  company of
Heritage Savings Bank, F.S.B. (the "Savings  Association"),  which may be issued
from time to time by the Company to holders of options  granted or to be granted
by the Company to selected officers, directors, key employees, and other persons
of the Company and any subsidiary of the Company  pursuant to the WHG Bancshares
Corporation  1996 Stock Option Plan (the "Plan").  Holders of options granted or
to be  granted  under  the Plan  (the  "Options")  are  referred  to  herein  as
"Optionees."  Each offer made under the Plan pursuant to this Prospectus is made
at the  price  and on the terms and  conditions  contained  in the stock  option
agreements entered into between the Company and each Optionee.

      This Prospectus is for use as of the date hereof and in subsequent  years.
Information  which is  likely to change  from year to year will be  included  in
appendices to this Prospectus.

      The issued and  outstanding  Common  Stock of the Company is traded in the
over-the-counter  market,  and transactions are reported on the NASDAQ Small-Cap
Market under the symbol  "WGBH." Shares of Common Stock which may be issued upon
exercise of options granted or to be granted under the Plan, will also be traded
in  over-the-counter  market.  On August 22, 1997 the last  reported bid and ask
price of the Common Stock on the NASDAQ  Small-Cap Market was $15.00 and $15.50,
respectively, per share.

--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------

                 The date of this Prospectus is August 29, 1997


<PAGE>



      No  person  has been  authorized  to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.




<PAGE>



                                TABLE OF CONTENTS

                           WHG Bancshares Corporation
                             1996 Stock Option Plan

                                                                      Page
                                                                      ----

General Plan Information                                                1

Administration                                                          2

Purpose                                                                 2

Securities to be Offered                                                2

Eligibility to Participate in Plan                                      2

Purchases of Securities Pursuant to the Plan
 and Payment for Securities Offered                                     3

  Term of the Plan                                                      3
  Stock Option Agreements                                               3
  Option Price                                                          3
  Limitations on Grant of Options                                       4
  Option Period                                                         4
  Non-transferability                                                   4
  Conditions of Exercise                                                4
  Payment for Options                                                   5
  Cashless Exercise                                                     5
  Issuance of Common Stock                                              5
  Options Granted to Directors                                          5

Recapitalization, Merger, Consolidation, Change in
 Control and Similar Transactions                                       6

Amendment and Termination of the Plan                                   7

Restrictions on Resale                                                  7

Federal Income Tax Consequences                                         7

Annual Report to Shareholders                                           8

Additional Information                                                  8

Legal Opinion                                                           9


Appendix A                                                              A-1
  Administration                                                        A-1
  Number of Shares Subject to Plan                                      A-1
  Participation in the Plan                                             A-1
  Outstanding Awards                                                    A-1


<PAGE>

                           WHG Bancshares Corporation
                             1996 Stock Option Plan


General Plan Information
------------------------

      This  Prospectus  relates to 162,006  shares of the common stock  ("Common
Stock"),  par  value  $.10  per  share,  of  WHG  Bancshares   Corporation  (the
"Company"),  which will be offered  upon  exercise  of options  granted or to be
granted  under  the WHG  Bancshares  Corporation  1996  Stock  Option  Plan (the
"Plan").

      The  Company was formed  under the laws of the State of  Maryland  for the
purpose of  becoming a savings  and loan  holding  company and became the parent
corporation of Heritage Savings Bank,  F.S.B.  (the "Savings Bank") on March 29,
1996,  at which time the Company  acquired all of the shares of capital stock of
the Savings Bank. The Board of Directors of the Company  adopted the Plan at its
meeting on October 8, 1996.  The Plan was  approved by the  stockholders  of the
Company at a Special  Meeting of Stockholders on October 8, 1996 (the "Effective
Date").  The Plan is to  continue  in effect  for a period of ten years from the
Effective Date (i.e., October 8, 2006), unless earlier terminated or extended by
the Company.

      Pursuant to the Plan,  162,006  shares of Common  Stock were  reserved for
issuance by the Company upon  exercise of stock options  ("Options")  awarded to
officers,  directors,  key  employees  and other  persons of the Company and any
parent  and  subsidiary  corporations.  Options  granted  under  the Plan may be
Incentive  Stock  Options  within the  meaning of  Section  422 of the  Internal
Revenue  Code of 1986,  as amended  (the  "Code") or options  not so  qualifying
("Non-Incentive Stock Option").

      Subject to certain limitations,  no gain or loss is recognized for federal
income tax purposes by the recipient of Options (the "Optionee")  under the Plan
upon  the  exercise  of an  Incentive  Stock  Option,  and no tax  deduction  is
available  to the Company as a result of the  exercise.  Upon the  exercise of a
Non-Incentive Stock Option, the Optionee generally recognizes ordinary income to
the extent that the  exercise  price is less than the fair  market  value of the
Common  Stock on the date of  exercise.  The  Company is  entitled  to a federal
income tax deduction  equal to the amount of ordinary  income  recognized by the
Optionee  at the  time of such  income  recognition.  See  "Federal  Income  Tax
Consequences."

      The  Plan is not  qualified  under  Section  401(a)  of the Code and it is
exempt from the  provisions of the Employee  Retirement  Income  Security Act of
1974, as amended.

      The statements  herein concerning the terms and provisions of the Plan are
summaries and do not purport to be complete.  All such  statements are qualified
in their entirety by reference to the full text of the Plan document as filed as
Exhibit 4.1 to the Registration Statement of which this Prospectus is a part.

      Additional updating and other information with respect to the Plan and the
Common Stock offered  hereby may be provided in the future to Optionees by means
of  one or  more  supplements  or  appendices  to  this  Prospectus.  Additional
information about the Plan (including a copy of the Plan), plan  administration,
and the Company may be obtained at the Company's  principal  offices,  which are
located at 1505 York Road, Lutherville,  Maryland 21093. The Company's telephone
number is (410) 583-8700.


                                        1

<PAGE>



Administration
--------------

      The  Plan  is  administered  by a  committee  of the  Company's  Board  of
Directors (the  "Committee").  The Plan provides that the Committee will consist
of not less than two non-employee  directors of the Company.  The members of the
Committee  are  appointed  by the Board and serve at the  pleasure of the Board.
Members of the Committee shall be "Non-employee Directors" within the meaning of
Rule 16b-3 promulgated under Rule 16(b) of the Securities  Exchange Act of 1934,
as amended (the "1934 Act"). A majority of the entire Committee shall constitute
a quorum,  and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee.

      Subject to the express  provisions of the Plan and resolutions  adopted by
the Board,  the  Committee  has  authority to interpret  the Plan, to prescribe,
amend,  and  rescind  the rules and  regulations  relating  to the Plan,  and to
determine  the form and  content  of  Options  to be issued  under the Plan.  In
addition,  the Committee is authorized to make all other  determinations  deemed
necessary or advisable for the administration of the Plan and shall have and may
exercise  such other power and such  authority  as may be delegated to it by the
Board from time to time. All decisions,  determinations,  and interpretations of
the Committee shall be final and conclusive to all persons affected thereby.

      Additional  information  about the Plan and the  Committee may be obtained
from the  Company at the  address of the  Company  listed  under  "General  Plan
Information."  For  a  list  of  the  current  members  of  the  Committee,  see
"Administration" at Appendix A.

Purpose
-------

      The  purpose of the Plan is to promote  the  interests  of the  Company by
attracting  and  retaining  the  best  available   personnel  for  positions  of
substantial responsibility to serve as officers, directors, and key employees of
the Company and to provide additional incentive to such officers, directors, and
key employees of the Company to promote the success of the Company's business.

Securities to be Offered
------------------------

      The  aggregate  number  of  shares  of  Common  Stock  which may be issued
pursuant to Options  granted or to be granted under the Plan is 162,006  shares,
subject to certain  adjustments  for  changes in the  capital  structure  of the
Company,  as described  below.  See  "Recapitalization,  Merger,  Consolidation,
Change in Control and  Similar  Transactions."  Any shares  subject to an Option
under  the  Plan  which  expire  or are  terminated  unexercised  will  again be
available for issuance under the Plan.

Eligibility to Participate in Plan
----------------------------------

      Options  to  purchase  Common  Stock  under  the  Plan may be  awarded  to
officers,  directors,  key  employees,  and other  persons of the  Company,  the
Savings  Bank,  and any  present or future  parent or  subsidiary  corporations.
Incentive  Stock  Options may only be granted to employees  of the Company,  the
Savings Bank, and any of their parent or subsidiary  corporations.  In selecting
participants under the Plan (the  "Participants")  and in determining the number
of Options to be granted to each  Participant,  the  Committee  may consider the
nature of the services rendered by each Participant,  each Participant's current
and  potential  contribution  to the  Company,  and such  other  factors  as the
Committee, in its sole discretion, shall deem relevant. In no event shall shares
subject to Options granted to non-employee

                                        2

<PAGE>



directors  in the  aggregate  under the Plan  exceed 30% of the total  number of
shares  authorized  for delivery  under the Plan.  See  "Purchases of Securities
Pursuant  to the Plan and Payment for  Securities  Offered - Options  Granted to
Directors."

      For  a  description  of  the  number  of  persons  currently  eligible  to
participate in the Plan and the number of persons actually  participating in the
Plan, see "Participation in the Plan" at Appendix A.

Purchases of Securities Pursuant to the Plan and Payment for Securities Offered
-------------------------------------------------------------------------------

      Term of the Plan.  The Plan was  effective  October  8,  1996,  and unless
previously  terminated,  the Plan  shall  continue  in effect  for a term of ten
years,  after which no further awards may be granted.  The future  expiration of
the Plan, or its termination by the Board, will not affect any Option previously
granted. Notwithstanding the foregoing, the granting of Incentive Stock Options,
in order to qualify as such under the Code,  shall not be made  beyond ten years
after the date of adoption of the Plan by the Company.

      Stock Option Agreements.  The Options granted under the Plan are evidenced
by stock option agreements (the "Option  Agreements")  substantially in the form
of the Option  Agreements  filed as exhibits to the  Registration  Statement  of
which this  Prospectus  is a part.  Each  Option  Agreement,  and any  amendment
thereto,  will contain terms and conditions  consistent with the requirements of
the  Plan  as  the  Committee  shall  determine.  The  Option  Agreements  shall
constitute the only form of reports which  Participants shall receive related to
the status of Options granted or which are exercisable under the Plan.

      The Plan provides that the Board of Directors of the Company may authorize
the  Committee  to direct  the  execution  of an  instrument  providing  for the
modification  of any  outstanding  Option,  provided that no such  modification,
extension or renewal  shall  confer on the  Optionee any right or benefit  which
could not be conferred by the grant of a new Option at such time,  and shall not
materially  decrease  the  Optionee's  benefits  under the  Option  without  the
Optionee's  consent,  except as  provided  under  Section 18 of the Plan,  which
permits modification of the Plan. See "Amendment and Termination of the Plan."

      Option Price.  The exercise price for the purchase of shares subject to an
Incentive  Stock  Option at the date of grant  may not be less than 100  percent
(100%) of the Fair Market  Value of the shares  covered by the  Incentive  Stock
Option on that date. If an Optionee owns Common Stock representing more than ten
percent of the outstanding Common Stock at the time an Incentive Stock Option is
granted,  then the Option Price shall not be less than 110 percent (110%) of the
Fair Market Value of the Common Stock at the time the Incentive  Stock Option is
granted. No more than $100,000 of Incentive Stock Options can become exercisable
for the first time in any one year for any one person. Pursuant to the Plan, the
exercise price per share for  Non-Incentive  Stock Options shall be the price as
determined by the Committee,  but in no event less than the Fair Market Value of
the Common Stock on the date of grant. See "Options Granted to Directors" below.
The  exercise  price of  Options  must be paid for in full in cash or  shares of
Common Stock, or a combination of both.

      If the Common  Stock is listed on a national  securities  exchange  at the
time of granting an Option awarded pursuant to the Plan, then the exercise price
per share shall be not less than the  average of the highest and lowest  selling
price on such  exchange on the date such Option is granted;  or if there were no
sales on said date,  then the price shall be not less than the mean  between the
bid and ask price on such date. If the Common Stock is traded  otherwise than on
a national securities exchange at the time of the

                                        3

<PAGE>


granting of an Option,  then the exercise price per share shall be not less than
the mean  between the bid and ask price on the date the Option is granted or, if
there is no bid and ask price on said date,  then on the next prior business day
on  which  there  was a bid  and ask  price.  If no such  bid and ask  price  is
available,  then  the  exercise  price  per  share  shall be  determined  by the
Committee in good faith.

      Limitations on Grant of Options. Except as may be specifically provided by
the terms of the Plan, the granting of Options is made at the sole discretion of
the Committee.  Further, the aggregate Fair Market Value of the Common Stock for
which an employee may be granted  Options which become first  exercisable in any
calendar year may not exceed $100,000. Notwithstanding the foregoing limitation,
the  Committee  may grant  Options in excess of this  limitation,  provided said
Options are clearly and  specifically  designated as not being  Incentive  Stock
Options, as defined in Section 422 of the Code.

      Option Period.  The term of  exercisability of an Option granted under the
Plan shall be  established  by the  Committee,  but may not be for more than ten
years from the date of grant of the  Option,  except in the case of an  Optionee
who owns stock representing more than 10% of the Common Stock outstanding at the
time an  Incentive  Stock  Option is granted,  the term of the  Incentive  Stock
Option  shall not exceed  five years  from the date of the  grant.  In  general,
Options will not be exercisable  after the expiration of their term as set forth
in the Plan and/or the Option Agreement.

      In the  event  that an  Optionee  ceases  to serve as an  employee  of the
Company for any reason other than  permanent and total  disability or death,  an
exercisable Incentive Stock Option will generally continue to be exercisable for
three  months but in no event after the  expiration  date of the Option.  In the
event of the permanent and total  disability or death of an Optionee during such
service,  an exercisable  Incentive Stock Option will continue to be exercisable
for one year in the case of  disability  and two years in the case of death,  to
the extent exercisable by the Optionee immediately prior to his or her permanent
and total disability or death, but in no event after the expiration date of such
Options. The terms and conditions of Non-Incentive Stock Options relating to the
impact of an Optionee's  termination  of  employment  or service,  permanent and
total  disability  or death  shall be such terms as the  Committee,  in its sole
discretion,  shall  determine  at the time of the grant of such  Options  in the
Option Agreement or upon termination, permanent and total disability, or death.

      Under  the  Plan,  the  Committee's  determination  regarding  whether  an
Optionee's  employment  or service has ceased,  and the  effective  date thereof
shall be final and conclusive on all persons affected thereby.

      Non-transferability.  No Option  granted  under  the Plan is  transferable
other than by will or the laws of descent and distribution.

      Conditions of Exercise.  Options may be exercised  only during the periods
specified in the Plan or the Option Agreement,  certain  information as to which
is provided above (see "Option Period"). Except as described above and as may be
limited  by an  Option  Agreement,  there is no  limitation  upon the  number of
Options that may be exercised in any one year,  and Options not exercised in any
one year may be exercised in subsequent  years over the term of the Option.  The
Committee  may impose  additional  conditions  upon the rights of an Optionee to
exercise any Option which are not  inconsistent  with the terms of the Plan, and
in the case of Incentive Stock Options,  not inconsistent  with the requirements
for qualification under Section 422 of the Code. Incentive Stock Options will be
first  exercisable at the rate of 20% following one year after the date of grant
and 20%  annually  thereafter,  provided  such  individual  remains an employee,
director or director emeritus; however, the exercisability

                                        4

<PAGE>



of such Options shall be  accelerated in the event of the death or permanent and
total disability of the Optionee,  or a change in control in accordance with the
Plan. Such Options will remain  exercisable for up to ten years from the date of
grant.

      Payment for Options. Under the Plan, full payment for each share of Common
Stock  purchased  upon the  exercise of any Option  shall be made at the time of
exercise  of such Option and shall be paid in cash (in United  States  dollars),
Common Stock,  or a combination of cash and Common Stock.  Common Stock utilized
in full or partial  payment of the  exercise  price  shall be valued at its fair
market value at the date of exercise.  The Company  shall accept full or partial
payment in Common  Stock only to the extent  permitted  by  applicable  law.  No
shares of Common Stock shall be issued  until full payment has been  received by
the Company,  and no Optionee  shall have any of the rights of a shareholder  of
the Company until the shares of Common Stock are issued to him or her.

      Cashless  Exercise.  An  Optionee  who has held an Option for at least six
months  may  engage in the  "cashless  exercise"  of the  Option.  In a cashless
exercise,  an Optionee  gives the Company  written notice of the exercise of the
Option together with an order to a registered  broker-dealer or equivalent third
party,  to sell part or all of the Optioned  Stock and to deliver  enough of the
proceeds  to the  Company to pay the Option  exercise  price and any  applicable
withholding  taxes.  If the Optionee does not sell the Optioned  Stock through a
registered  broker-dealer  or  equivalent  third party,  he can give the Company
written  notice of the  exercise of the Option and the third party  purchaser of
the  Optioned  Stock  shall pay the Option  exercise  price plus any  applicable
withholding taxes to the Company.

      Issuance of Common  Stock.  Shares  issued to Optionees  upon  exercise of
Options shall be either newly issued shares of the Company,  treasury  shares or
shares purchased in the market, at the Company's discretion. In either case, the
Optionee shall not pay any fees,  commissions,  or other charges for such Common
Stock  other than the  exercise  price as stated in the Option  Agreement.  Cash
proceeds  from the sale of Common  Stock  issued  pursuant  to the  exercise  of
Options will be added to the general funds of the Company to be used for general
corporate  purposes.  Shares of Common Stock shall not be issued with respect to
any Option  granted  under the Plan  unless the  issuance  and  delivery of such
Common  Stock  shall  comply with all  relevant  provisions  of law,  including,
without limitation, the Securities Act of 1933, as amended (the "1933 Act"), the
rules and regulations  promulgated  thereunder,  any applicable state securities
law, and the  requirements of any stock exchange upon which the Common Stock may
then be listed.

      Inability of the Company to obtain  approval from any  regulatory  body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability with respect to the  non-issuance or sale of such Common Stock.
As a condition to the exercise of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

      Options  Granted to  Directors.  Non-Incentive  Stock  Options to purchase
6,075  shares of Common Stock will be granted to each  non-employee  director of
the Company as of the  Effective  Date,  at an exercise  price equal to the fair
market  value of the Common  Stock on such date of grant.  The  Options  will be
first  exercisable at the rate of 20% following one year after the date of grant
and 20% annually  thereafter,  during periods of continued service as a director
or director emeritus.  Thereafter, such Options shall remain exercisable for ten
years from the date of grant. The exercisability of such

                                        5

<PAGE>



Options  shall be  accelerated  only in the event of death or the  permanent and
total disability of the Optionee,  or a change in control in accordance with the
Plan. In the event of such  directors'  death,  such Options may be exercised by
the personal  representative of his estate or person(s) to whom his rights under
such Options  shall have passed by will or by laws of descent and  distribution.
Unless  otherwise  inapplicable,  or  inconsistent  with the  provisions of this
paragraph,  the Options to be granted to directors hereunder shall be subject to
all other provisions of the Plan.

Recapitalization,   Merger,  Consolidation,   Change  in  Control,  and  Similar
--------------------------------------------------------------------------------
Transactions
------------

      Subject to any required action by the shareholders of the Company,  within
the sole discretion of the Committee,  the aggregate  number of shares of Common
Stock for which Options may be granted  under the Plan,  the number of shares of
Common Stock covered by each outstanding Option and the exercise price per share
of  Common  Stock of each  Option  shall  be  proportionately  adjusted  for any
increase or decrease  in the number of issued and  outstanding  shares of Common
Stock resulting from a subdivision or  consolidation of shares or the payment of
a stock  dividend on the Common  Stock or any other  increase or decrease in the
number  of  such  shares  of  Common  Stock   effected   without  a  receipt  of
consideration   by  the  Company  (other  than  by  shares  held  by  dissenting
stockholders).

      In  the  event  of  any  change  in  control,  recapitalization,   merger,
consolidation,  exchange  of shares,  spin-off,  reorganization,  tender  offer,
liquidation, or other extraordinary corporate action, the Committee, in its sole
discretion,  shall  have the power,  prior to or  subsequent  to such  action or
events, to (i) appropriately adjust the number of shares of Common Stock subject
to  each  Option,  the  exercise  price  per  share  of  Common  Stock,  and the
consideration  to be given or received by the Company  upon the  exercise of any
outstanding  Options;  (ii)  cancel  any  or  all  previously  granted  Options,
providing that  appropriate  consideration is paid to the Optionee in connection
therewith;  and/or (iii) make such other adjustments in connection with the Plan
as  the  Committee,  in  its  sole  discretion,   deems  necessary,   desirable,
appropriate,  or  advisable.  However,  no action may be taken by the  Committee
which would cause Incentive  Stock Options granted  pursuant to the Plan to fail
to meet the requirements of Section 422 of the Code.

      The Committee  has at all times the power to accelerate  the exercise date
of all Options granted under the Plan; provided,  however, the exercisability of
such Options may be accelerated only in the event of death,  permanent and total
disability, or change in control in accordance with the Plan. In the case of any
change in control of the Company as determined by the Committee, all outstanding
options shall become immediately exercisable.  A change in control is defined in
the Plan as: (i) the sale of all,  or a material  portion,  of the assets of the
Company;  (ii) the merger or recapitalization of the Company whereby the Company
is not the  surviving  entity;  (iii) a change  of  control  of the  Company  as
otherwise  defined  by  the  Office  of  Thrift   Supervision   ("OTS")  or  its
regulations; and (iv) the acquisition, directly or indirectly, of the beneficial
ownership  (within  the  meaning of Section  13(d) of the 1934 Act and rules and
regulations  promulgated  thereunder) of 25% or more of the  outstanding  voting
securities of the Company by any person, trust, entity or group. This limitation
shall not apply to a transaction in which the purchase of shares by underwriters
in connection  with a public offering of Common Stock, or the purchase of shares
of up to 25% of any  class  of  securities  of the  Company  by a  tax-qualified
employee stock benefit plan. The  determination of the Committee as to whether a
change in control has occurred shall be conclusive and binding.


                                        6

<PAGE>



Amendment and Termination of the Plan
-------------------------------------

      The Board of Directors may alter, suspend, or discontinue the Plan, except
that no action of the Board may increase the maximum number of shares  permitted
to be optioned  under the Plan,  materially  increase the  benefits  accruing to
Participants   under  the  Plan  or  materially   modify  the  requirements  for
eligibility for  participation in the Plan unless such action of the Board shall
be subject to approval  or  ratification  by the  shareholders  of the  Company.
Unless otherwise  terminated by the Board of Directors,  the Plan shall continue
in effect for a term of ten years from the Effective Date, after which no future
awards of Options may be granted.

Restrictions on Resale
----------------------

      Unless specifically  included as a term and condition of any Option, there
are no  restrictions on the resale of Common Stock acquired upon the exercise of
Options.  The Plan  permits  the  Committee  to  provide as a  condition  to the
exercise of an Option that the shares acquired upon the exercise of such Options
may be subject to a "Right of  Repurchase"  by the  Company.  At this time,  the
Company has no intention to grant Options subject to such "Right of Repurchase."
Such shares of Common Stock,  however, may be resold only in compliance with the
registration requirements of the 1933 Act, and applicable state securities laws.

      Under the 1933 Act,  affiliates of the Company generally may resell shares
of Common Stock  purchased  pursuant to the Plan only (i) in accordance with the
provisions  of Rule 144 under the 1933 Act, or (ii)  pursuant  to an  applicable
current and effective registration statement under the 1933 Act.

      As defined in Rule 405 under the 1933 Act, an  affiliate of the Company is
a  person  who  directly,  or  indirectly  through  one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or  otherwise.  Therefore,  each  Optionee  should  consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Plan.

      In  addition,  the  receipt of an Option to  purchase  Common  Stock by an
officer or director of the Company,  or the  beneficial  owner of 10% or more of
the outstanding  Common Stock, is a reportable  transaction  under Section 16 of
the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the  Securities
and Exchange  Commission in  connection  with such  transaction.  The sale by an
officer,  director,  or 10% holder of Common Stock issued upon an exercise of an
Option  within six months after the receipt of such Option may create  liability
of such persons to the Company  under the  "short-swing  profit"  provisions  of
Section 16(b) of the 1934 Act.

Federal Income Tax Consequences
-------------------------------

      Under  present  federal  tax  laws,  awards  under  the Plan will have the
following consequences:

      1.     The grant of an Option will not by itself result in the recognition
             of taxable  income to the  Optionee  nor  entitle  the Company to a
             deduction at the time of such grant.

                                        7

<PAGE>




      2.     The  exercise of an Option  which is an  "Incentive  Stock  Option"
             within the meaning of Section 422 of the Code  generally  will not,
             by  itself,  result in the  recognition  of  taxable  income to the
             Optionee nor entitle the Company to a deduction at the time of such
             exercise.  However,  the difference  between the exercise price and
             the fair market value of the Option  shares on the date of exercise
             is an item of tax  preference  which may,  in  certain  situations,
             trigger the alternative minimum tax for the Optionee.  The Optionee
             will  recognize  capital  gain or loss upon  resale  of the  shares
             received upon such exercise, provided that such shares are held for
             at least one year after the Option  exercise or two years after the
             grant of the Option,  whichever is later.  Generally, if the shares
             are not held for that period,  the Optionee will recognize ordinary
             income  upon  disposition  in an  amount  equal  to the  difference
             between the exercise price and the fair market value on the date of
             exercise,  or, if less, the sales  proceeds of the shares  acquired
             pursuant to the exercise of such Option.

      3.     The  exercise of a  Non-Incentive  Stock  Option will result in the
             recognition  of  ordinary  income  by the  Optionee  on the date of
             exercise in an amount equal to the difference  between the exercise
             price and the fair market  value,  on the date of exercise,  of the
             shares acquired pursuant to the exercise of such Option.

      4.     The  Company  will be  allowed  a tax  deduction  for  federal  tax
             purposes  equal to the amount of ordinary  income  recognized by an
             Optionee at the time the Optionee  recognizes  such ordinary income
             under either an Incentive  Stock Option or a Non-  Incentive  Stock
             Option .

      The  foregoing  provides  a general  summary  of the  federal  income  tax
consequences  applicable to Optionees  under the Plan. Each Optionee is urged to
consult his or her own tax advisor for information  regarding applicable federal
and state tax consequences.

Annual Report to Shareholders
-----------------------------

      The  Company's  financial  statements  for the period ended  September 30,
1996, as contained in the Company's Form 10-KSB are incorporated by reference in
the  Registration  Statement to which this  Prospectus is a part. In the future,
the  Company's  latest  Annual  Report  to  Stockholders,   including  financial
statements,  will be  mailed  to all  stockholders  of record as of the close of
business on such record date. Any person wishing to receive a copy of the Annual
Report to  Stockholders  may obtain a copy by writing the Company at the address
set forth below under "Additional Information."

Additional Information
----------------------

      Additional  updating  information with respect to the Common Stock and the
Plan covered herein may be provided in the future to Participants under the Plan
by means of  appendices  to this  Prospectus.  The nature and  frequency  of any
reports to be made to Participants as to their participation in the Plan will be
determined by the Committee.

      The Company upon written or oral request,  will provide  without charge to
any person to whom this  Prospectus is delivered:  a copy of the Plan, a copy of
its latest Annual Report to Stockholders  (when available) and a copy of any and
all of the documents that have been  incorporated by reference in Item 3 of Part
II of the  Registration  Statement of which this  Prospectus is a part, and that
such documents are

                                        8

<PAGE>



deemed  incorporated  by  reference in this 1933 Act Section  10(a)  Prospectus.
Further,  other documents  required to be delivered to Participants as specified
in Item 9 of Part II of the  Registration  Statement are available upon request.
Any such  request  can be oral or in  writing  and  should be  addressed  to the
Corporate  Secretary,   1505  York  Road,   Lutherville,   Maryland  21093.  The
Registrant's telephone number is (410) 583-8700.

Legal Opinion
-------------

      The validity of the Common Stock offered hereby has been passed on for the
Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite 700
East, Washington, D.C. 20005.










                                        9

<PAGE>



                                   APPENDIX A

                        ADDITIONAL INFORMATION CONCERNING
                                       THE
                           WHG BANCSHARES CORPORATION
                             1996 STOCK OPTION PLAN
                             (As of August 29, 1997)

Administration
--------------

      The Board has  appointed  the  non-employee  directors  as  members of the
Committee responsible for administration of the WHG Bancshares  Corporation 1996
Stock Option Plan (the "Plan").  Grants of Options may be made under the Plan by
the  Committee.  Non-discretionary  awards under the terms of the Plan have been
made to members of the Board.

Number of Shares Subject to Plan
--------------------------------

      On October 8, 1996,  Options  covering 131,402 shares of Common Stock were
awarded,  which were  granted at an  exercise  price of $13.4375  per share.  On
December 9, 1996, Options covering 27,600 shares of Common Stock were awarded at
an exercise  price of $12.625 per share.  On January 31,  1997,  3,400 shares of
Common Stock were awarded at an exercise  price of $13.675 per share.  As of the
date of this Appendix A, 162,006  shares of Common Stock remain  issuable  under
the Plan.

Participation in the Plan
-------------------------

      As of  September  30,  1996,  the  Company  and  its  subsidiaries  had 15
employees  who,  in the opinion of the  Company's  management,  are  eligible to
participate  in the Plan.  Of such  persons,  as of August 25, 1997, 5 executive
officers,  10 non-executive  officer employees and 8 non-employee members of the
Board of the Company held Options to purchase Common Stock under the Plan.

Outstanding Awards
------------------

      The following table presents  information  with respect to the outstanding
Options under the Plan as of the date of this Appendix A.

<TABLE>
<CAPTION>

                           Number of Shares Presently         Number of Persons    Exercise Price
   Grant Date                 Subject to Options                Holding Awards        Per Share
------------------------   --------------------------         -----------------    --------------


<S>                                   <C>                             <C>              <C>     
October 8, 1996                       131,402                         15               $13.4375

December 9, 1996                       27,600                          9               $12.6250

January 31, 1997                        3,004                          1               $13.6750
                                      -------

Total Awards Outstanding              162,006
                                      =======


</TABLE>



                                      A-1

<PAGE>

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference
--------------------------------------------------------

       The  Company  is  subject  to  the  informational   requirements  of  the
Securities  Exchange  Act of 1934  (the  "1934  Act")  and,  accordingly,  files
periodic  reports  and  other  information  with  the  Securities  and  Exchange
Commission (the "Commission").  Reports, proxy statements, and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the  Commission's  Public  Reference  Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.

            The following  documents filed with the Commission are  incorporated
by reference in this Registration Statement and the Prospectus constituting Part
I of this Registration Statement:

       (1) The Company's Registration Statement on Form S-1 (No. 33-80487) filed
with the Commission on December 15, 1995 and amendments thereto;

       (2) The Company's  Annual Report on Form 10-KSB filed with the Commission
for the fiscal year ended  September 30, 1996,  as filed with the  Commission on
December 26, 1996;

       (3) The Company's  Quarterly  Report on Form 10-QSB for the quarter ended
December 31, 1996, March 31, 1997, June 30, 1997, as filed with the Commission;

       (4) The  Company's  Definitive  Proxy  Statement  related  to the  Annual
Meeting of Stockholders as filed with the Commission on December 20, 1996;

       (5) The Company's  Definitive  Proxy Statement  related to the October 8,
1996 Special  Meeting of Stockholders as filed with the Commission on August 27,
1996.

       (6) The  Company's  Registration  Statement on Form 8-A as filed with the
Commission on February 7, 1996; and

       (7)  Information  as to the 1996 Stock Option Plan which will be included
in the future either in the  Company's  proxy  statements,  annual  reports,  or
appendices to this Prospectus.

       All documents filed by the Company  pursuant to Sections 13, 14, or 15(d)
of the 1934 Act  after  the date  hereof  and  prior to the  termination  of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.
----------------------------------

       Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------

       Not applicable.

                                      II-1

<PAGE>



Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

       Section  2-418  of  the  Maryland   General   Corporation  Law  allows  a
corporation to indemnify its directors,  officers, employees, and agents against
expenses  (including  attorneys' fees),  judgements,  fines, and amounts paid in
settlement  actually and  reasonably  incurred in  connection  with an action or
proceeding,  unless it is determined  that the act or omission of the individual
was material to the matter  giving rise to the  proceeding  and was committed in
bad faith, or was the result of active and deliberate dishonesty or the director
received an improper  personal  benefit.  With respect to any criminal action or
proceeding,  a person will be indemnified if that person did not have reasonable
cause to believe that his conduct was unlawful.

       Maryland law requires indemnification,  if in the opinion of the board, a
representative of a company is successful on the merits or otherwise,  in either
a third party or derivative action. Maryland law also allows for indemnification
in actions or proceedings  even if the person to be indemnified  was adjudged to
be liable or did not meet the standards for  indemnification as described above,
but  indemnification  must be determined by a court of appropriate  jurisdiction
and  indemnification  in  derivative  actions  where the  individual is adjudged
liable for receiving an improper personal benefit is limited to expenses.

       Maryland requires that indemnification payments (other than court ordered
payments) may be made only on a case-by-case basis and that advance payments may
be made  covering  expenses if the  individual to be  indemnified  furnishes the
corporation with a written  affirmation of his good faith belief that he has met
the standard of conduct  necessary for  indemnification  and undertakes to repay
such payments if indemnification is later determined to not be available to that
individual.

       Article  XVII of the  Company's  articles of  incorporation  provides for
indemnification to the fullest extent under Maryland law.

       The  Company  has in force a  Directors  and  Officers  Liability  Policy
underwritten  by  Fidelity  & Deposit  Company  of  Maryland  with a $5  million
aggregate  limit of liability and a deductible of $25,000.00 per loss for claims
where the Company is required to indemnify  directors and officers.  There is no
deductible for claims directly against officers and directors.

       The  aforementioned  indemnification  provisions  under  Maryland law are
non-exclusive.  A  Maryland  corporation  may grant  additional  indemnification
rights  through its articles of  incorporation  or bylaws,  or an  agreement,  a
resolution of shareholders, or a resolution of directors, both as to action in a
person's official  capacity,  and as to action in another capacity while holding
office. A Maryland  corporation may also have the power to purchase insurance or
other  similar  protection  against  liability  whether  or not the  person  was
entitled to indemnification as described in the section.

       Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.


Item 7.  Exemption from Registration Claimed.
--------------------------------------------

       Not applicable.

                                      II-2

<PAGE>




Item 8.  Exhibits
-----------------

       For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.

Item 9.  Undertakings
---------------------

       (a)  The undersigned registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
            made, a post-effective amendment to this registration statement;

            (i) To include any  prospectus  required by Section  10(a)(3) of the
            Securities Act of 1933;

            (ii) To reflect in the  prospectus any facts or events arising after
            the effective date of the registration statement (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represent a fundamental  change in the  information  set
            forth in the registration statement;

            (iii) To include any material  information  with respect to the plan
            of  distribution  not  previously   disclosed  in  the  registration
            statement  or  any  material  change  to  such  information  in  the
            registration statement;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement  is on Form S-3,  Form S-8 or F-3,  and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to Section 13 or
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

            (2) That,  for the purpose of  determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

       (b) The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c) The undersigned  registrant  hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given,  the latest annual report to security  holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the

                                      II-3

<PAGE>



prospectus,  to  deliver,  or cause to be  delivered  to each person to whom the
prospectus is sent or given,  the latest  quarterly  report that is specifically
incorporated  by reference in the  prospectus to provide such interim  financial
information.

       (d)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses  incurred or paid by a director,  officer,
or controlling person of the registrant in the successful defense of any action,
suit, or  proceeding)  is asserted by such  director,  officer,  or  controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy expressed in the Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.



                                      II-4

<PAGE>



                                  SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  WHG
Bancshares  Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing a Registration Statement on Form S-8
and has duly caused this  Registration  Statement  to be signed on its behalf by
the undersigned,  thereunto duly authorized,  in Lutherville,  Maryland,  on the
27th day of August 1997.

                                       WHG Bancshares Corporation
          

                                       By:   /s/ Peggy J. Stewart
                                             ----------------------------------
                                             Peggy J. Stewart
                                             President, Chief Executive Officer
                                                and Director
                                             (Duly Authorized Representative)

                               POWER OF ATTORNEY

       We, the undersigned directors and officers of WHG Bancshares Corporation,
do hereby  severally  constitute  and appoint  Peggy J.  Stewart as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Peggy J. Stewart may deem
necessary or advisable to enable WHG  Bancshares  Corporation to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the Registration
Statement on Form S-8 relating to the offering of the  Company's  Common  Stock,
including specifically, but not limited to, power and authority to sign, for any
of us in our names in the capacities indicated below, the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Peggy J. Stewart shall do or cause to be
done by virtue hereof.

       Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.


/s/ Peggy J. Stewart                            /s/ Robin L. Taylor
----------------------------------------        -------------------------------
Peggy J. Stewart                                Robin L. Taylor
President, Chief Executive Officer              Controller
  and Director (Principal Financial and         (Principal Accounting Officer)
  Executive Officer

Date:  August 27, 1997                          Date: August 27, 1997
       ---------------------------------        -------------------------------


/s/ John E. Lufburrow                           /s/ Robin L. Taylor
----------------------------------------        -------------------------------
John E. Lufburrow                               Robin L. Taylor
Chairman of the Board and Director              Controller
                                                (Principal Financial Officer)

Date:  August 27, 1997                          Date: August 27, 1997
       ---------------------------------              -------------------------




<PAGE>



/s/ Philip W. Chase, Jr.                        /s/ Herbert A. Davies
----------------------------------------        -------------------------------
Philip W. Chase, Jr.                            Herbert A. Davies
Director                                        Director

Date:  August 27, 1997                          Date: August 27, 1997
       ---------------------------------              -------------------------


/s/ Urban P. Francis, Jr.                        /s/ D. Edward Lauterbach, Jr.
----------------------------------------         ------------------------------
Urban P. Francis, Jr.                            D. Edward Lauterbach, Jr.
Director                                         Director

Date:  August 27, 1997                          Date: August 27, 1997
       ---------------------------------              -------------------------



/s/ Hugh P. McMormick                           /s/ Edwin C. Muhly, Jr.
----------------------------------------        -------------------------------
Hugh P. McMormick                               Edwin C. Muhly, Jr.
Director                                        Director

Date:  August 27, 1997                          Date: August 27, 1997
       ----------------------------------             -------------------------



/s/ August J. Seifert                           /s/ Herbert W. Spath
-----------------------------------------       -------------------------------
August J. Seifert                               Herbert W. Spath
Director                                        Director

Date:  August 27, 1997                          Date: August 27, 1997
       ----------------------------------             -------------------------






<PAGE>





                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit                         Description                                     Page
-------                         -----------                                     ----

<S>               <C>                                                            <C>
 4.1              WHG Bancshares Corporation                                     22
                  1996 Stock Option Plan

 4.2              Form of Stock Option Agreement to be entered into              35
                  with respect to Incentive Stock Options

 4.3              Form of Stock Option Agreement to be entered into with         40
                  Directors with respect to Non-Incentive Stock Options

 5.1              Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the      45
                  validity of the Common Stock being registered

 23.1             Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears       --
                  in their opinion filed as Exhibit 5.1)

 23.2             Consent of Independent Accountants                             49

 24               Reference is made to the Signatures section of this            --
                  Registration Statement for the Power of Attorney
                  contained therein


</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 64038}]
{"company-data": {"conformed-name": "WHG BANCSHARES CORP", "cik": "0001005018", "assigned-sic": "6035", "irs-number": "521953867", "state-of-incorporation": "MD", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34659", "film-number": "97672902"}, "business-address": {"street1": "1505 YORK RD", "city": "LUTHERVILLE", "state": "MD", "zip": "21093", "phone": "4105838700"}, "mail-address": {"street1": "1505 YORK ROAD", "city": "LUTHERVILLE", "state": "MD", "zip": "21093"}}
As filed with the Securities and Exchange Commission on August 29, 1997
                                                Registration No. 333-
                                                                     ---------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           WHG Bancshares Corporation
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)
         Maryland                                             52-1953867
--------------------------------                       -------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                                 1505 York Road
                          Lutherville, Maryland 21093
                                 (410) 583-8700
                -----------------------------------------------
                    (Address of principal executive offices)

                           WHG Bancshares Corporation
                             1996 Stock Option Plan
                -----------------------------------------------
                            (Full Title of the Plan)

                              Richard Fisch, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                              1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                -----------------------------------------------
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
============================================================================================
                                                            Proposed
Title of                               Proposed             Maximum             Amount of
Securities to        Amount to      Maximum Offering    Aggregate Offering    Registration
be Registered      be Registered    Price Per Unit         Price (2)             Fee (2)
-------------      -------------    --------------        -----------           --------
Common Stock
$.10 par value     162,006 shares (1)     (2)           $2,155,244         $653.04
============================================================================================
(1)   The maximum  number of shares of common stock  issuable  upon  exercise of
      options granted or to be granted under the WHG Bancshares Corporation 1996
      Stock Option Plan  consists of 162,006  shares which are being  registered
      under this  Registration  Statement  and for which a  registration  fee is
      being paid.  Additionally,  an indeterminate  number of additional  shares
      which may be offered and issued to prevent  dilution  resulting from stock
      splits,  stock  dividends  or similar  transactions  are being  registered
      hereunder for which no additional fee is required.
(2)   Under Rule 457(h) of the 1933 Act, the registration fee may be calculated,
      inter  alia,  based  upon the  price at which  the  stock  options  may be
      exercised.  162,006 shares are being registered  hereby,  of which 131,402
      shares  are  under  option  at an  exercise  price of  $13.4375  per share
      ($1,765,714  in the  aggregate),  27,600  shares  are  under  option at an
      exercise price of $12.625 per share ($348,450 in the aggregate), and 3,004
      shares are under option at an exercise price of $13.675 per share ($41,080
      in the aggregate), for a total offering of $2,155,244.

      Under Rule 462 of the 1933 Act,  the  Registration  Statement  on Form S-8
      shall be effective upon filing with the Commission.
** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**

PROSPECTUS
----------

                                 162,006 Shares
                                
                                 --------------

                           WHG BANCSHARES CORPORATION
                                  COMMON STOCK
                           (Par Value $.10 Per Share)

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

                           WHG BANCSHARES CORPORATION
                             1996 STOCK OPTION PLAN

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

      This Prospectus  relates to 162,006 shares of common stock, par value $.10
per share (the "Common Stock"), of WHG Bancshares Corporation (the "Company"), a
Maryland  corporation  which is the parent  savings and loan holding  company of
Heritage Savings Bank, F.S.B. (the "Savings  Association"),  which may be issued
from time to time by the Company to holders of options  granted or to be granted
by the Company to selected officers, directors, key employees, and other persons
of the Company and any subsidiary of the Company  pursuant to the WHG Bancshares
Corporation  1996 Stock Option Plan (the "Plan").  Holders of options granted or
to be  granted  under  the Plan  (the  "Options")  are  referred  to  herein  as
"Optionees."  Each offer made under the Plan pursuant to this Prospectus is made
at the  price  and on the terms and  conditions  contained  in the stock  option
agreements entered into between the Company and each Optionee.

      This Prospectus is for use as of the date hereof and in subsequent  years.
Information  which is  likely to change  from year to year will be  included  in
appendices to this Prospectus.

      The issued and  outstanding  Common  Stock of the Company is traded in the
over-the-counter  market,  and transactions are reported on the NASDAQ Small-Cap
Market under the symbol  "WGBH." Shares of Common Stock which may be issued upon
exercise of options granted or to be granted under the Plan, will also be traded
in  over-the-counter  market.  On August 22, 1997 the last  reported bid and ask
price of the Common Stock on the NASDAQ  Small-Cap Market was $15.00 and $15.50,
respectively, per share.

--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------

                 The date of this Prospectus is August 29, 1997
No  person  has been  authorized  to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.
TABLE OF CONTENTS

                           WHG Bancshares Corporation
                             1996 Stock Option Plan

                                                                      Page
                                                                      ----

General Plan Information                                                1

Administration                                                          2

Purpose                                                                 2

Securities to be Offered                                                2

Eligibility to Participate in Plan                                      2

Purchases of Securities Pursuant to the Plan
 and Payment for Securities Offered                                     3

  Term of the Plan                                                      3
  Stock Option Agreements                                               3
  Option Price                                                          3
  Limitations on Grant of Options                                       4
  Option Period                                                         4
  Non-transferability                                                   4
  Conditions of Exercise                                                4
  Payment for Options                                                   5
  Cashless Exercise                                                     5
  Issuance of Common Stock                                              5
  Options Granted to Directors                                          5

Recapitalization, Merger, Consolidation, Change in
 Control and Similar Transactions                                       6

Amendment and Termination of the Plan                                   7

Restrictions on Resale                                                  7

Federal Income Tax Consequences                                         7

Annual Report to Shareholders                                           8

Additional Information                                                  8

Legal Opinion                                                           9

Appendix A                                                              A-1
  Administration                                                        A-1
  Number of Shares Subject to Plan                                      A-1
  Participation in the Plan                                             A-1
  Outstanding Awards                                                    A-1
WHG Bancshares Corporation
                             1996 Stock Option Plan

General Plan Information
------------------------

      This  Prospectus  relates to 162,006  shares of the common stock  ("Common
Stock"),  par  value  $.10  per  share,  of  WHG  Bancshares   Corporation  (the
"Company"),  which will be offered  upon  exercise  of options  granted or to be
granted  under  the WHG  Bancshares  Corporation  1996  Stock  Option  Plan (the
"Plan").

      The  Company was formed  under the laws of the State of  Maryland  for the
purpose of  becoming a savings  and loan  holding  company and became the parent
corporation of Heritage Savings Bank,  F.S.B.  (the "Savings Bank") on March 29,
1996,  at which time the Company  acquired all of the shares of capital stock of
the Savings Bank. The Board of Directors of the Company  adopted the Plan at its
meeting on October 8, 1996.  The Plan was  approved by the  stockholders  of the
Company at a Special  Meeting of Stockholders on October 8, 1996 (the "Effective
Date").  The Plan is to  continue  in effect  for a period of ten years from the
Effective Date (i.e., October 8, 2006), unless earlier terminated or extended by
the Company.

      Pursuant to the Plan,  162,006  shares of Common  Stock were  reserved for
issuance by the Company upon  exercise of stock options  ("Options")  awarded to
officers,  directors,  key  employees  and other  persons of the Company and any
parent  and  subsidiary  corporations.  Options  granted  under  the Plan may be
Incentive  Stock  Options  within the  meaning of  Section  422 of the  Internal
Revenue  Code of 1986,  as amended  (the  "Code") or options  not so  qualifying
("Non-Incentive Stock Option").

      Subject to certain limitations,  no gain or loss is recognized for federal
income tax purposes by the recipient of Options (the "Optionee")  under the Plan
upon  the  exercise  of an  Incentive  Stock  Option,  and no tax  deduction  is
available  to the Company as a result of the  exercise.  Upon the  exercise of a
Non-Incentive Stock Option, the Optionee generally recognizes ordinary income to
the extent that the  exercise  price is less than the fair  market  value of the
Common  Stock on the date of  exercise.  The  Company is  entitled  to a federal
income tax deduction  equal to the amount of ordinary  income  recognized by the
Optionee  at the  time of such  income  recognition.  See  "Federal  Income  Tax
Consequences."

      The  Plan is not  qualified  under  Section  401(a)  of the Code and it is
exempt from the  provisions of the Employee  Retirement  Income  Security Act of
1974, as amended.

      The statements  herein concerning the terms and provisions of the Plan are
summaries and do not purport to be complete.  All such  statements are qualified
in their entirety by reference to the full text of the Plan document as filed as
Exhibit 4.1 to the Registration Statement of which this Prospectus is a part.

      Additional updating and other information with respect to the Plan and the
Common Stock offered  hereby may be provided in the future to Optionees by means
of  one or  more  supplements  or  appendices  to  this  Prospectus.  Additional
information about the Plan (including a copy of the Plan), plan  administration,
and the Company may be obtained at the Company's  principal  offices,  which are
located at 1505 York Road, Lutherville,  Maryland 21093. The Company's telephone
number is (410) 583-8700.

                                        1
Administration
--------------

      The  Plan  is  administered  by a  committee  of the  Company's  Board  of
Directors (the  "Committee").  The Plan provides that the Committee will consist
of not less than two non-employee  directors of the Company.  The members of the
Committee  are  appointed  by the Board and serve at the  pleasure of the Board.
Members of the Committee shall be "Non-employee Directors" within the meaning of
Rule 16b-3 promulgated under Rule 16(b) of the Securities  Exchange Act of 1934,
as amended (the "1934 Act"). A majority of the entire Committee shall constitute
a quorum,  and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee.

      Subject to the express  provisions of the Plan and resolutions  adopted by
the Board,  the  Committee  has  authority to interpret  the Plan, to prescribe,
amend,  and  rescind  the rules and  regulations  relating  to the Plan,  and to
determine  the form and  content  of  Options  to be issued  under the Plan.  In
addition,  the Committee is authorized to make all other  determinations  deemed
necessary or advisable for the administration of the Plan and shall have and may
exercise  such other power and such  authority  as may be delegated to it by the
Board from time to time. All decisions,  determinations,  and interpretations of
the Committee shall be final and conclusive to all persons affected thereby.

      Additional  information  about the Plan and the  Committee may be obtained
from the  Company at the  address of the  Company  listed  under  "General  Plan
Information."  For  a  list  of  the  current  members  of  the  Committee,  see
"Administration" at Appendix A.

Purpose
-------

      The  purpose of the Plan is to promote  the  interests  of the  Company by
attracting  and  retaining  the  best  available   personnel  for  positions  of
substantial responsibility to serve as officers, directors, and key employees of
the Company and to provide additional incentive to such officers, directors, and
key employees of the Company to promote the success of the Company's business.

Securities to be Offered
------------------------

      The  aggregate  number  of  shares  of  Common  Stock  which may be issued
pursuant to Options  granted or to be granted under the Plan is 162,006  shares,
subject to certain  adjustments  for  changes in the  capital  structure  of the
Company,  as described  below.  See  "Recapitalization,  Merger,  Consolidation,
Change in Control and  Similar  Transactions."  Any shares  subject to an Option
under  the  Plan  which  expire  or are  terminated  unexercised  will  again be
available for issuance under the Plan.

Eligibility to Participate in Plan
----------------------------------

      Options  to  purchase  Common  Stock  under  the  Plan may be  awarded  to
officers,  directors,  key  employees,  and other  persons of the  Company,  the
Savings  Bank,  and any  present or future  parent or  subsidiary  corporations.
Incentive  Stock  Options may only be granted to employees  of the Company,  the
Savings Bank, and any of their parent or subsidiary  corporations.  In selecting
participants under the Plan (the  "Participants")  and in determining the number
of Options to be granted to each  Participant,  the  Committee  may consider the
nature of the services rendered by each Participant,  each Participant's current
and  potential  contribution  to the  Company,  and such  other  factors  as the
Committee, in its sole discretion, shall deem relevant. In no event shall shares
subject to Options granted to non-employee

                                        2
directors  in the  aggregate  under the Plan  exceed 30% of the total  number of
shares  authorized  for delivery  under the Plan.  See  "Purchases of Securities
Pursuant  to the Plan and Payment for  Securities  Offered - Options  Granted to
Directors."

      For  a  description  of  the  number  of  persons  currently  eligible  to
participate in the Plan and the number of persons actually  participating in the
Plan, see "Participation in the Plan" at Appendix A.

Purchases of Securities Pursuant to the Plan and Payment for Securities Offered
-------------------------------------------------------------------------------

      Term of the Plan.  The Plan was  effective  October  8,  1996,  and unless
previously  terminated,  the Plan  shall  continue  in effect  for a term of ten
years,  after which no further awards may be granted.  The future  expiration of
the Plan, or its termination by the Board, will not affect any Option previously
granted. Notwithstanding the foregoing, the granting of Incentive Stock Options,
in order to qualify as such under the Code,  shall not be made  beyond ten years
after the date of adoption of the Plan by the Company.

      Stock Option Agreements.  The Options granted under the Plan are evidenced
by stock option agreements (the "Option  Agreements")  substantially in the form
of the Option  Agreements  filed as exhibits to the  Registration  Statement  of
which this  Prospectus  is a part.  Each  Option  Agreement,  and any  amendment
thereto,  will contain terms and conditions  consistent with the requirements of
the  Plan  as  the  Committee  shall  determine.  The  Option  Agreements  shall
constitute the only form of reports which  Participants shall receive related to
the status of Options granted or which are exercisable under the Plan.

      The Plan provides that the Board of Directors of the Company may authorize
the  Committee  to direct  the  execution  of an  instrument  providing  for the
modification  of any  outstanding  Option,  provided that no such  modification,
extension or renewal  shall  confer on the  Optionee any right or benefit  which
could not be conferred by the grant of a new Option at such time,  and shall not
materially  decrease  the  Optionee's  benefits  under the  Option  without  the
Optionee's  consent,  except as  provided  under  Section 18 of the Plan,  which
permits modification of the Plan. See "Amendment and Termination of the Plan."

      Option Price.  The exercise price for the purchase of shares subject to an
Incentive  Stock  Option at the date of grant  may not be less than 100  percent
(100%) of the Fair Market  Value of the shares  covered by the  Incentive  Stock
Option on that date. If an Optionee owns Common Stock representing more than ten
percent of the outstanding Common Stock at the time an Incentive Stock Option is
granted,  then the Option Price shall not be less than 110 percent (110%) of the
Fair Market Value of the Common Stock at the time the Incentive  Stock Option is
granted. No more than $100,000 of Incentive Stock Options can become exercisable
for the first time in any one year for any one person. Pursuant to the Plan, the
exercise price per share for  Non-Incentive  Stock Options shall be the price as
determined by the Committee,  but in no event less than the Fair Market Value of
the Common Stock on the date of grant. See "Options Granted to Directors" below.
The  exercise  price of  Options  must be paid for in full in cash or  shares of
Common Stock, or a combination of both.

      If the Common  Stock is listed on a national  securities  exchange  at the
time of granting an Option awarded pursuant to the Plan, then the exercise price
per share shall be not less than the  average of the highest and lowest  selling
price on such  exchange on the date such Option is granted;  or if there were no
sales on said date,  then the price shall be not less than the mean  between the
bid and ask price on such date. If the Common Stock is traded  otherwise than on
a national securities exchange at the time of the

                                        3
granting of an Option,  then the exercise price per share shall be not less than
the mean  between the bid and ask price on the date the Option is granted or, if
there is no bid and ask price on said date,  then on the next prior business day
on  which  there  was a bid  and ask  price.  If no such  bid and ask  price  is
available,  then  the  exercise  price  per  share  shall be  determined  by the
Committee in good faith.

      Limitations on Grant of Options. Except as may be specifically provided by
the terms of the Plan, the granting of Options is made at the sole discretion of
the Committee.  Further, the aggregate Fair Market Value of the Common Stock for
which an employee may be granted  Options which become first  exercisable in any
calendar year may not exceed $100,000. Notwithstanding the foregoing limitation,
the  Committee  may grant  Options in excess of this  limitation,  provided said
Options are clearly and  specifically  designated as not being  Incentive  Stock
Options, as defined in Section 422 of the Code.

      Option Period.  The term of  exercisability of an Option granted under the
Plan shall be  established  by the  Committee,  but may not be for more than ten
years from the date of grant of the  Option,  except in the case of an  Optionee
who owns stock representing more than 10% of the Common Stock outstanding at the
time an  Incentive  Stock  Option is granted,  the term of the  Incentive  Stock
Option  shall not exceed  five years  from the date of the  grant.  In  general,
Options will not be exercisable  after the expiration of their term as set forth
in the Plan and/or the Option Agreement.

      In the  event  that an  Optionee  ceases  to serve as an  employee  of the
Company for any reason other than  permanent and total  disability or death,  an
exercisable Incentive Stock Option will generally continue to be exercisable for
three  months but in no event after the  expiration  date of the Option.  In the
event of the permanent and total  disability or death of an Optionee during such
service,  an exercisable  Incentive Stock Option will continue to be exercisable
for one year in the case of  disability  and two years in the case of death,  to
the extent exercisable by the Optionee immediately prior to his or her permanent
and total disability or death, but in no event after the expiration date of such
Options. The terms and conditions of Non-Incentive Stock Options relating to the
impact of an Optionee's  termination  of  employment  or service,  permanent and
total  disability  or death  shall be such terms as the  Committee,  in its sole
discretion,  shall  determine  at the time of the grant of such  Options  in the
Option Agreement or upon termination, permanent and total disability, or death.

      Under  the  Plan,  the  Committee's  determination  regarding  whether  an
Optionee's  employment  or service has ceased,  and the  effective  date thereof
shall be final and conclusive on all persons affected thereby.

      Non-transferability.  No Option  granted  under  the Plan is  transferable
other than by will or the laws of descent and distribution.

      Conditions of Exercise.  Options may be exercised  only during the periods
specified in the Plan or the Option Agreement,  certain  information as to which
is provided above (see "Option Period"). Except as described above and as may be
limited  by an  Option  Agreement,  there is no  limitation  upon the  number of
Options that may be exercised in any one year,  and Options not exercised in any
one year may be exercised in subsequent  years over the term of the Option.  The
Committee  may impose  additional  conditions  upon the rights of an Optionee to
exercise any Option which are not  inconsistent  with the terms of the Plan, and
in the case of Incentive Stock Options,  not inconsistent  with the requirements
for qualification under Section 422 of the Code. Incentive Stock Options will be
first  exercisable at the rate of 20% following one year after the date of grant
and 20%  annually  thereafter,  provided  such  individual  remains an employee,
director or director emeritus; however, the exercisability

                                        4
of such Options shall be  accelerated in the event of the death or permanent and
total disability of the Optionee,  or a change in control in accordance with the
Plan. Such Options will remain  exercisable for up to ten years from the date of
grant.

      Payment for Options. Under the Plan, full payment for each share of Common
Stock  purchased  upon the  exercise of any Option  shall be made at the time of
exercise  of such Option and shall be paid in cash (in United  States  dollars),
Common Stock,  or a combination of cash and Common Stock.  Common Stock utilized
in full or partial  payment of the  exercise  price  shall be valued at its fair
market value at the date of exercise.  The Company  shall accept full or partial
payment in Common  Stock only to the extent  permitted  by  applicable  law.  No
shares of Common Stock shall be issued  until full payment has been  received by
the Company,  and no Optionee  shall have any of the rights of a shareholder  of
the Company until the shares of Common Stock are issued to him or her.

      Cashless  Exercise.  An  Optionee  who has held an Option for at least six
months  may  engage in the  "cashless  exercise"  of the  Option.  In a cashless
exercise,  an Optionee  gives the Company  written notice of the exercise of the
Option together with an order to a registered  broker-dealer or equivalent third
party,  to sell part or all of the Optioned  Stock and to deliver  enough of the
proceeds  to the  Company to pay the Option  exercise  price and any  applicable
withholding  taxes.  If the Optionee does not sell the Optioned  Stock through a
registered  broker-dealer  or  equivalent  third party,  he can give the Company
written  notice of the  exercise of the Option and the third party  purchaser of
the  Optioned  Stock  shall pay the Option  exercise  price plus any  applicable
withholding taxes to the Company.

      Issuance of Common  Stock.  Shares  issued to Optionees  upon  exercise of
Options shall be either newly issued shares of the Company,  treasury  shares or
shares purchased in the market, at the Company's discretion. In either case, the
Optionee shall not pay any fees,  commissions,  or other charges for such Common
Stock  other than the  exercise  price as stated in the Option  Agreement.  Cash
proceeds  from the sale of Common  Stock  issued  pursuant  to the  exercise  of
Options will be added to the general funds of the Company to be used for general
corporate  purposes.  Shares of Common Stock shall not be issued with respect to
any Option  granted  under the Plan  unless the  issuance  and  delivery of such
Common  Stock  shall  comply with all  relevant  provisions  of law,  including,
without limitation, the Securities Act of 1933, as amended (the "1933 Act"), the
rules and regulations  promulgated  thereunder,  any applicable state securities
law, and the  requirements of any stock exchange upon which the Common Stock may
then be listed.

      Inability of the Company to obtain  approval from any  regulatory  body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability with respect to the  non-issuance or sale of such Common Stock.
As a condition to the exercise of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

      Options  Granted to  Directors.  Non-Incentive  Stock  Options to purchase
6,075  shares of Common Stock will be granted to each  non-employee  director of
the Company as of the  Effective  Date,  at an exercise  price equal to the fair
market  value of the Common  Stock on such date of grant.  The  Options  will be
first  exercisable at the rate of 20% following one year after the date of grant
and 20% annually  thereafter,  during periods of continued service as a director
or director emeritus.  Thereafter, such Options shall remain exercisable for ten
years from the date of grant. The exercisability of such

                                        5
Options  shall be  accelerated  only in the event of death or the  permanent and
total disability of the Optionee,  or a change in control in accordance with the
Plan. In the event of such  directors'  death,  such Options may be exercised by
the personal  representative of his estate or person(s) to whom his rights under
such Options  shall have passed by will or by laws of descent and  distribution.
Unless  otherwise  inapplicable,  or  inconsistent  with the  provisions of this
paragraph,  the Options to be granted to directors hereunder shall be subject to
all other provisions of the Plan.

Recapitalization,   Merger,  Consolidation,   Change  in  Control,  and  Similar
--------------------------------------------------------------------------------
Transactions
------------

      Subject to any required action by the shareholders of the Company,  within
the sole discretion of the Committee,  the aggregate  number of shares of Common
Stock for which Options may be granted  under the Plan,  the number of shares of
Common Stock covered by each outstanding Option and the exercise price per share
of  Common  Stock of each  Option  shall  be  proportionately  adjusted  for any
increase or decrease  in the number of issued and  outstanding  shares of Common
Stock resulting from a subdivision or  consolidation of shares or the payment of
a stock  dividend on the Common  Stock or any other  increase or decrease in the
number  of  such  shares  of  Common  Stock   effected   without  a  receipt  of
consideration   by  the  Company  (other  than  by  shares  held  by  dissenting
stockholders).

      In  the  event  of  any  change  in  control,  recapitalization,   merger,
consolidation,  exchange  of shares,  spin-off,  reorganization,  tender  offer,
liquidation, or other extraordinary corporate action, the Committee, in its sole
discretion,  shall  have the power,  prior to or  subsequent  to such  action or
events, to (i) appropriately adjust the number of shares of Common Stock subject
to  each  Option,  the  exercise  price  per  share  of  Common  Stock,  and the
consideration  to be given or received by the Company  upon the  exercise of any
outstanding  Options;  (ii)  cancel  any  or  all  previously  granted  Options,
providing that  appropriate  consideration is paid to the Optionee in connection
therewith;  and/or (iii) make such other adjustments in connection with the Plan
as  the  Committee,  in  its  sole  discretion,   deems  necessary,   desirable,
appropriate,  or  advisable.  However,  no action may be taken by the  Committee
which would cause Incentive  Stock Options granted  pursuant to the Plan to fail
to meet the requirements of Section 422 of the Code.

      The Committee  has at all times the power to accelerate  the exercise date
of all Options granted under the Plan; provided,  however, the exercisability of
such Options may be accelerated only in the event of death,  permanent and total
disability, or change in control in accordance with the Plan. In the case of any
change in control of the Company as determined by the Committee, all outstanding
options shall become immediately exercisable.  A change in control is defined in
the Plan as: (i) the sale of all,  or a material  portion,  of the assets of the
Company;  (ii) the merger or recapitalization of the Company whereby the Company
is not the  surviving  entity;  (iii) a change  of  control  of the  Company  as
otherwise  defined  by  the  Office  of  Thrift   Supervision   ("OTS")  or  its
regulations; and (iv) the acquisition, directly or indirectly, of the beneficial
ownership  (within  the  meaning of Section  13(d) of the 1934 Act and rules and
regulations  promulgated  thereunder) of 25% or more of the  outstanding  voting
securities of the Company by any person, trust, entity or group. This limitation
shall not apply to a transaction in which the purchase of shares by underwriters
in connection  with a public offering of Common Stock, or the purchase of shares
of up to 25% of any  class  of  securities  of the  Company  by a  tax-qualified
employee stock benefit plan. The  determination of the Committee as to whether a
change in control has occurred shall be conclusive and binding.

                                        6
Amendment and Termination of the Plan
-------------------------------------

      The Board of Directors may alter, suspend, or discontinue the Plan, except
that no action of the Board may increase the maximum number of shares  permitted
to be optioned  under the Plan,  materially  increase the  benefits  accruing to
Participants   under  the  Plan  or  materially   modify  the  requirements  for
eligibility for  participation in the Plan unless such action of the Board shall
be subject to approval  or  ratification  by the  shareholders  of the  Company.
Unless otherwise  terminated by the Board of Directors,  the Plan shall continue
in effect for a term of ten years from the Effective Date, after which no future
awards of Options may be granted.

Restrictions on Resale
----------------------

      Unless specifically  included as a term and condition of any Option, there
are no  restrictions on the resale of Common Stock acquired upon the exercise of
Options.  The Plan  permits  the  Committee  to  provide as a  condition  to the
exercise of an Option that the shares acquired upon the exercise of such Options
may be subject to a "Right of  Repurchase"  by the  Company.  At this time,  the
Company has no intention to grant Options subject to such "Right of Repurchase."
Such shares of Common Stock,  however, may be resold only in compliance with the
registration requirements of the 1933 Act, and applicable state securities laws.

      Under the 1933 Act,  affiliates of the Company generally may resell shares
of Common Stock  purchased  pursuant to the Plan only (i) in accordance with the
provisions  of Rule 144 under the 1933 Act, or (ii)  pursuant  to an  applicable
current and effective registration statement under the 1933 Act.

      As defined in Rule 405 under the 1933 Act, an  affiliate of the Company is
a  person  who  directly,  or  indirectly  through  one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or  otherwise.  Therefore,  each  Optionee  should  consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Plan.

      In  addition,  the  receipt of an Option to  purchase  Common  Stock by an
officer or director of the Company,  or the  beneficial  owner of 10% or more of
the outstanding  Common Stock, is a reportable  transaction  under Section 16 of
the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the  Securities
and Exchange  Commission in  connection  with such  transaction.  The sale by an
officer,  director,  or 10% holder of Common Stock issued upon an exercise of an
Option  within six months after the receipt of such Option may create  liability
of such persons to the Company  under the  "short-swing  profit"  provisions  of
Section 16(b) of the 1934 Act.

Federal Income Tax Consequences
-------------------------------

      Under  present  federal  tax  laws,  awards  under  the Plan will have the
following consequences:

      1.     The grant of an Option will not by itself result in the recognition
             of taxable  income to the  Optionee  nor  entitle  the Company to a
             deduction at the time of such grant.

                                        7
2.     The  exercise of an Option  which is an  "Incentive  Stock  Option"
             within the meaning of Section 422 of the Code  generally  will not,
             by  itself,  result in the  recognition  of  taxable  income to the
             Optionee nor entitle the Company to a deduction at the time of such
             exercise.  However,  the difference  between the exercise price and
             the fair market value of the Option  shares on the date of exercise
             is an item of tax  preference  which may,  in  certain  situations,
             trigger the alternative minimum tax for the Optionee.  The Optionee
             will  recognize  capital  gain or loss upon  resale  of the  shares
             received upon such exercise, provided that such shares are held for
             at least one year after the Option  exercise or two years after the
             grant of the Option,  whichever is later.  Generally, if the shares
             are not held for that period,  the Optionee will recognize ordinary
             income  upon  disposition  in an  amount  equal  to the  difference
             between the exercise price and the fair market value on the date of
             exercise,  or, if less, the sales  proceeds of the shares  acquired
             pursuant to the exercise of such Option.

      3.     The  exercise of a  Non-Incentive  Stock  Option will result in the
             recognition  of  ordinary  income  by the  Optionee  on the date of
             exercise in an amount equal to the difference  between the exercise
             price and the fair market  value,  on the date of exercise,  of the
             shares acquired pursuant to the exercise of such Option.

      4.     The  Company  will be  allowed  a tax  deduction  for  federal  tax
             purposes  equal to the amount of ordinary  income  recognized by an
             Optionee at the time the Optionee  recognizes  such ordinary income
             under either an Incentive  Stock Option or a Non-  Incentive  Stock
             Option .

      The  foregoing  provides  a general  summary  of the  federal  income  tax
consequences  applicable to Optionees  under the Plan. Each Optionee is urged to
consult his or her own tax advisor for information  regarding applicable federal
and state tax consequences.

Annual Report to Shareholders
-----------------------------

      The  Company's  financial  statements  for the period ended  September 30,
1996, as contained in the Company's Form 10-KSB are incorporated by reference in
the  Registration  Statement to which this  Prospectus is a part. In the future,
the  Company's  latest  Annual  Report  to  Stockholders,   including  financial
statements,  will be  mailed  to all  stockholders  of record as of the close of
business on such record date. Any person wishing to receive a copy of the Annual
Report to  Stockholders  may obtain a copy by writing the Company at the address
set forth below under "Additional Information."

Additional Information
----------------------

      Additional  updating  information with respect to the Common Stock and the
Plan covered herein may be provided in the future to Participants under the Plan
by means of  appendices  to this  Prospectus.  The nature and  frequency  of any
reports to be made to Participants as to their participation in the Plan will be
determined by the Committee.

      The Company upon written or oral request,  will provide  without charge to
any person to whom this  Prospectus is delivered:  a copy of the Plan, a copy of
its latest Annual Report to Stockholders  (when available) and a copy of any and
all of the documents that have been  incorporated by reference in Item 3 of Part
II of the  Registration  Statement of which this  Prospectus is a part, and that
such documents are

                                        8
deemed  incorporated  by  reference in this 1933 Act Section  10(a)  Prospectus.
Further,  other documents  required to be delivered to Participants as specified
in Item 9 of Part II of the  Registration  Statement are available upon request.
Any such  request  can be oral or in  writing  and  should be  addressed  to the
Corporate  Secretary,   1505  York  Road,   Lutherville,   Maryland  21093.  The
Registrant's telephone number is (410) 583-8700.

Legal Opinion
-------------

      The validity of the Common Stock offered hereby has been passed on for the
Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite 700
East, Washington, D.C. 20005.

                                        9
APPENDIX A

                        ADDITIONAL INFORMATION CONCERNING
                                       THE
                           WHG BANCSHARES CORPORATION
                             1996 STOCK OPTION PLAN
                             (As of August 29, 1997)

Administration
--------------

      The Board has  appointed  the  non-employee  directors  as  members of the
Committee responsible for administration of the WHG Bancshares  Corporation 1996
Stock Option Plan (the "Plan").  Grants of Options may be made under the Plan by
the  Committee.  Non-discretionary  awards under the terms of the Plan have been
made to members of the Board.

Number of Shares Subject to Plan
--------------------------------

      On October 8, 1996,  Options  covering 131,402 shares of Common Stock were
awarded,  which were  granted at an  exercise  price of $13.4375  per share.  On
December 9, 1996, Options covering 27,600 shares of Common Stock were awarded at
an exercise  price of $12.625 per share.  On January 31,  1997,  3,400 shares of
Common Stock were awarded at an exercise  price of $13.675 per share.  As of the
date of this Appendix A, 162,006  shares of Common Stock remain  issuable  under
the Plan.

Participation in the Plan
-------------------------

      As of  September  30,  1996,  the  Company  and  its  subsidiaries  had 15
employees  who,  in the opinion of the  Company's  management,  are  eligible to
participate  in the Plan.  Of such  persons,  as of August 25, 1997, 5 executive
officers,  10 non-executive  officer employees and 8 non-employee members of the
Board of the Company held Options to purchase Common Stock under the Plan.

Outstanding Awards
------------------

      The following table presents  information  with respect to the outstanding
Options under the Plan as of the date of this Appendix A.
Number of Shares Presently         Number of Persons    Exercise Price
   Grant Date                 Subject to Options                Holding Awards        Per Share
------------------------   --------------------------         -----------------    --------------
October 8, 1996                       131,402                         15               $13.4375

December 9, 1996                       27,600                          9               $12.6250

January 31, 1997                        3,004                          1               $13.6750
                                      -------

Total Awards Outstanding              162,006
                                      =======
A-1
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
--------------------------------------------------------

       The  Company  is  subject  to  the  informational   requirements  of  the
Securities  Exchange  Act of 1934  (the  "1934  Act")  and,  accordingly,  files
periodic  reports  and  other  information  with  the  Securities  and  Exchange
Commission (the "Commission").  Reports, proxy statements, and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the  Commission's  Public  Reference  Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.

            The following  documents filed with the Commission are  incorporated
by reference in this Registration Statement and the Prospectus constituting Part
I of this Registration Statement:

       (1) The Company's Registration Statement on Form S-1 (No. 33-80487) filed
with the Commission on December 15, 1995 and amendments thereto;

       (2) The Company's  Annual Report on Form 10-KSB filed with the Commission
for the fiscal year ended  September 30, 1996,  as filed with the  Commission on
December 26, 1996;

       (3) The Company's  Quarterly  Report on Form 10-QSB for the quarter ended
December 31, 1996, March 31, 1997, June 30, 1997, as filed with the Commission;

       (4) The  Company's  Definitive  Proxy  Statement  related  to the  Annual
Meeting of Stockholders as filed with the Commission on December 20, 1996;

       (5) The Company's  Definitive  Proxy Statement  related to the October 8,
1996 Special  Meeting of Stockholders as filed with the Commission on August 27,
1996.

       (6) The  Company's  Registration  Statement on Form 8-A as filed with the
Commission on February 7, 1996; and

       (7)  Information  as to the 1996 Stock Option Plan which will be included
in the future either in the  Company's  proxy  statements,  annual  reports,  or
appendices to this Prospectus.

       All documents filed by the Company  pursuant to Sections 13, 14, or 15(d)
of the 1934 Act  after  the date  hereof  and  prior to the  termination  of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.
----------------------------------

       Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------

       Not applicable.

                                      II-1
Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

       Section  2-418  of  the  Maryland   General   Corporation  Law  allows  a
corporation to indemnify its directors,  officers, employees, and agents against
expenses  (including  attorneys' fees),  judgements,  fines, and amounts paid in
settlement  actually and  reasonably  incurred in  connection  with an action or
proceeding,  unless it is determined  that the act or omission of the individual
was material to the matter  giving rise to the  proceeding  and was committed in
bad faith, or was the result of active and deliberate dishonesty or the director
received an improper  personal  benefit.  With respect to any criminal action or
proceeding,  a person will be indemnified if that person did not have reasonable
cause to believe that his conduct was unlawful.

       Maryland law requires indemnification,  if in the opinion of the board, a
representative of a company is successful on the merits or otherwise,  in either
a third party or derivative action. Maryland law also allows for indemnification
in actions or proceedings  even if the person to be indemnified  was adjudged to
be liable or did not meet the standards for  indemnification as described above,
but  indemnification  must be determined by a court of appropriate  jurisdiction
and  indemnification  in  derivative  actions  where the  individual is adjudged
liable for receiving an improper personal benefit is limited to expenses.

       Maryland requires that indemnification payments (other than court ordered
payments) may be made only on a case-by-case basis and that advance payments may
be made  covering  expenses if the  individual to be  indemnified  furnishes the
corporation with a written  affirmation of his good faith belief that he has met
the standard of conduct  necessary for  indemnification  and undertakes to repay
such payments if indemnification is later determined to not be available to that
individual.

       Article  XVII of the  Company's  articles of  incorporation  provides for
indemnification to the fullest extent under Maryland law.

       The  Company  has in force a  Directors  and  Officers  Liability  Policy
underwritten  by  Fidelity  & Deposit  Company  of  Maryland  with a $5  million
aggregate  limit of liability and a deductible of $25,000.00 per loss for claims
where the Company is required to indemnify  directors and officers.  There is no
deductible for claims directly against officers and directors.

       The  aforementioned  indemnification  provisions  under  Maryland law are
non-exclusive.  A  Maryland  corporation  may grant  additional  indemnification
rights  through its articles of  incorporation  or bylaws,  or an  agreement,  a
resolution of shareholders, or a resolution of directors, both as to action in a
person's official  capacity,  and as to action in another capacity while holding
office. A Maryland  corporation may also have the power to purchase insurance or
other  similar  protection  against  liability  whether  or not the  person  was
entitled to indemnification as described in the section.

       Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
--------------------------------------------

       Not applicable.

                                      II-2
Item 8.  Exhibits
-----------------

       For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.

Item 9.  Undertakings
---------------------

       (a)  The undersigned registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
            made, a post-effective amendment to this registration statement;

            (i) To include any  prospectus  required by Section  10(a)(3) of the
            Securities Act of 1933;

            (ii) To reflect in the  prospectus any facts or events arising after
            the effective date of the registration statement (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represent a fundamental  change in the  information  set
            forth in the registration statement;

            (iii) To include any material  information  with respect to the plan
            of  distribution  not  previously   disclosed  in  the  registration
            statement  or  any  material  change  to  such  information  in  the
            registration statement;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement  is on Form S-3,  Form S-8 or F-3,  and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to Section 13 or
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

            (2) That,  for the purpose of  determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

       (b) The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c) The undersigned  registrant  hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given,  the latest annual report to security  holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the

                                      II-3
prospectus,  to  deliver,  or cause to be  delivered  to each person to whom the
prospectus is sent or given,  the latest  quarterly  report that is specifically
incorporated  by reference in the  prospectus to provide such interim  financial
information.

       (d)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses  incurred or paid by a director,  officer,
or controlling person of the registrant in the successful defense of any action,
suit, or  proceeding)  is asserted by such  director,  officer,  or  controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy expressed in the Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  WHG
Bancshares  Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing a Registration Statement on Form S-8
and has duly caused this  Registration  Statement  to be signed on its behalf by
the undersigned,  thereunto duly authorized,  in Lutherville,  Maryland,  on the
27th day of August 1997.

                                       WHG Bancshares Corporation
          

                                       By:   /s/ Peggy J. Stewart
                                             ----------------------------------
                                             Peggy J. Stewart
                                             President, Chief Executive Officer
                                                and Director
                                             (Duly Authorized Representative)

                               POWER OF ATTORNEY

       We, the undersigned directors and officers of WHG Bancshares Corporation,
do hereby  severally  constitute  and appoint  Peggy J.  Stewart as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Peggy J. Stewart may deem
necessary or advisable to enable WHG  Bancshares  Corporation to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the Registration
Statement on Form S-8 relating to the offering of the  Company's  Common  Stock,
including specifically, but not limited to, power and authority to sign, for any
of us in our names in the capacities indicated below, the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Peggy J. Stewart shall do or cause to be
done by virtue hereof.

       Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

/s/ Peggy J. Stewart                            /s/ Robin L. Taylor
----------------------------------------        -------------------------------
Peggy J. Stewart                                Robin L. Taylor
President, Chief Executive Officer              Controller
  and Director (Principal Financial and         (Principal Accounting Officer)
  Executive Officer

Date:  August 27, 1997                          Date: August 27, 1997
       ---------------------------------        -------------------------------

/s/ John E. Lufburrow                           /s/ Robin L. Taylor
----------------------------------------        -------------------------------
John E. Lufburrow                               Robin L. Taylor
Chairman of the Board and Director              Controller
                                                (Principal Financial Officer)

Date:  August 27, 1997                          Date: August 27, 1997
       ---------------------------------              -------------------------
/s/ Philip W. Chase, Jr.                        /s/ Herbert A. Davies
----------------------------------------        -------------------------------
Philip W. Chase, Jr.                            Herbert A. Davies
Director                                        Director

Date:  August 27, 1997                          Date: August 27, 1997
       ---------------------------------              -------------------------

/s/ Urban P. Francis, Jr.                        /s/ D. Edward Lauterbach, Jr.
----------------------------------------         ------------------------------
Urban P. Francis, Jr.                            D. Edward Lauterbach, Jr.
Director                                         Director

Date:  August 27, 1997                          Date: August 27, 1997
       ---------------------------------              -------------------------

/s/ Hugh P. McMormick                           /s/ Edwin C. Muhly, Jr.
----------------------------------------        -------------------------------
Hugh P. McMormick                               Edwin C. Muhly, Jr.
Director                                        Director

Date:  August 27, 1997                          Date: August 27, 1997
       ----------------------------------             -------------------------

/s/ August J. Seifert                           /s/ Herbert W. Spath
-----------------------------------------       -------------------------------
August J. Seifert                               Herbert W. Spath
Director                                        Director

Date:  August 27, 1997                          Date: August 27, 1997
       ----------------------------------             -------------------------
INDEX TO EXHIBITS
Exhibit                         Description                                     Page
-------                         -----------                                     ----
4.1              WHG Bancshares Corporation                                     22
                  1996 Stock Option Plan

 4.2              Form of Stock Option Agreement to be entered into              35
                  with respect to Incentive Stock Options

 4.3              Form of Stock Option Agreement to be entered into with         40
                  Directors with respect to Non-Incentive Stock Options

 5.1              Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the      45
                  validity of the Common Stock being registered

 23.1             Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears       --
                  in their opinion filed as Exhibit 5.1)

 23.2             Consent of Independent Accountants                             49

 24               Reference is made to the Signatures section of this            --
                  Registration Statement for the Power of Attorney
                  contained therein