As filed with the Securities and Exchange Commission on February 5, 2001.
                                                      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
                    ----------------------------------------
                    (Address of principal executive offices)

                WHG Bancshares Corporation 2001 Stock Option Plan
                -------------------------------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
      ---------------------------------------------------------------------
            (Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=======================================================================================
Title of                                 Proposed       Proposed Maximum   Amount of
Securities to        Amount to be    Maximum Offering  Aggregate Offering Registration
be Registered       Registered (1)    Price Per Share       Price (2)       Fee (2)
-------------       --------------    ---------------       ----------     --------
<S>               <C>                     <C>             <C>             <C>
Common Stock
$0.10 par value
per share           109,000 shares          (2)             $885,625        $221.41
=======================================================================================
</TABLE>

(1)      The maximum number of shares of common stock issuable upon awards to be
         granted  under the WHG  Bancshares  Corporation  2001 Stock Option Plan
         (the  "Plan")  consists of 109,000  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, dividends or similar transactions.
(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.  An aggregate of 109,000 shares are being  registered
         hereby,  of which 109,000 shares are under option at a weighted average
         exercise price of $8.125 per share ($885,625 in the aggregate).

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration of 109,000
shares of WHG  Bancshares  Corporation  (the "Company" or  "Registrant")  common
stock,  $.10 par value per share (the  "Common  Stock")  issuable to  employees,
officers and directors of the Registrant or its subsidiary as  compensation  for
services in accordance  with the WHG  Bancshares  Corporation  2001 Stock Option
Plan (the "Plan").  Documents  containing the information  required by Part I of
this Registration Statement will be sent or given to participants in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act  of  1934  (the  "1934  Act")  on  February  7,  1996,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ended September 30, 2000, as filed with the Commission; and

         (b) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
February 7, 1996.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in 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

                                        2

<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 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.

                                        3
<PAGE>

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

         Not Applicable

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 1933 Act;

                  (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 no apply if the
Registration Statement is on Form S-3, Form S-8, 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
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  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 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) 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

                                        4
<PAGE>

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
1934 Act; and, where interim financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the 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 1933
Act 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 1933 Act 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 1933 Act and will be  governed by the
final adjudication of such issue.

                                        5
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Lutherville in the State of Maryland,  as of January
16, 2001.

                                 WHG Bancshares Corporation


                                 By:      /s/Peggy J. Stewart
                                          --------------------------------------
                                          Peggy J. Stewart
                                          President and Chief Executive Officer
                                          (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 indicated as of the date indicated.

/s/Peggy J. Stewart                                  /s/John E. Lufburrow
------------------------------------------------     ---------------------------
Peggy J. Stewart                                     John E. Lufburrow
President, Chief Executive Officer, and Director     Chairman of the Board
(Principal Executive Officer)

01/16/01                                             01/16/01
------------------------------------------------     ---------------------------
(Date)                                               (Date)

/s/Robin L. Taylor                                   /s/Philip W. Chase, Jr.
------------------------------------------------     ---------------------------
Robin L. Taylor                                      Philip W. Chase, Jr.
Controller                                           Director
(Principal Accounting and Financial Officer)

01/16/01                                             01/16/01
------------------------------------------------     ---------------------------
(Date)                                               (Date)



<PAGE>


/s/Urban P. Francis, Jr.                             /s/Herbert A. Davis
------------------------------------------------     ---------------------------
Urban P. Francis, Jr.                                Herbert A. Davis
Director                                             Director

01/16/01                                             01/16/01
------------------------------------------------     ---------------------------
(Date)                                               (Date)

/s/Edwin C. Muhly, Jr.
------------------------------------------------     ---------------------------
Edwin C. Muhly, Jr.                                  D. Edward Lauterbach, Jr.
Director                                             Director

01/16/01
------------------------------------------------     ---------------------------
(Date)                                               (Date)


/s/Hugh P. McCormick
------------------------------------------------
Hugh P. McCormick
Director

01/16/01
------------------------------------------------
(Date)




<PAGE>

                                INDEX TO EXHIBITS




Exhibit                Description
-------                -----------

     4.1    WHG Bancshares Corporation
            2001 Stock Option Plan

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

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

     4.4    Form of Stock Award Tax Notice

     5.1    Opinion of Malizia Spidi & Fisch, PC as to the validity of the
            Common Stock being registered

    23.1    Consent of Malizia Spidi & Fisch, PC (appears in their opinion
            filed as Exhibit 5.1)

    23.2    Consent of Anderson Associates, LLP

     24     Reference is made to the Signatures section of this Registration
            Statement for the Power of Attorney contained therein
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 20689}]
{"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": "333-54974", "film-number": "1524998"}, "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 February 5, 2001.
                                                      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
                    ----------------------------------------
                    (Address of principal executive offices)

                WHG Bancshares Corporation 2001 Stock Option Plan
                -------------------------------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
      ---------------------------------------------------------------------
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
=======================================================================================
Title of                                 Proposed       Proposed Maximum   Amount of
Securities to        Amount to be    Maximum Offering  Aggregate Offering Registration
be Registered       Registered (1)    Price Per Share       Price (2)       Fee (2)
-------------       --------------    ---------------       ----------     --------
Common Stock
$0.10 par value
per share           109,000 shares          (2)             $885,625        $221.41
=======================================================================================
(1)      The maximum number of shares of common stock issuable upon awards to be
         granted  under the WHG  Bancshares  Corporation  2001 Stock Option Plan
         (the  "Plan")  consists of 109,000  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, dividends or similar transactions.
(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.  An aggregate of 109,000 shares are being  registered
         hereby,  of which 109,000 shares are under option at a weighted average
         exercise price of $8.125 per share ($885,625 in the aggregate).

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration of 109,000
shares of WHG  Bancshares  Corporation  (the "Company" or  "Registrant")  common
stock,  $.10 par value per share (the  "Common  Stock")  issuable to  employees,
officers and directors of the Registrant or its subsidiary as  compensation  for
services in accordance  with the WHG  Bancshares  Corporation  2001 Stock Option
Plan (the "Plan").  Documents  containing the information  required by Part I of
this Registration Statement will be sent or given to participants in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act  of  1934  (the  "1934  Act")  on  February  7,  1996,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ended September 30, 2000, as filed with the Commission; and

         (b) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
February 7, 1996.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in 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

                                        2
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 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.

                                        3
Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

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 1933 Act;

                  (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 no apply if the
Registration Statement is on Form S-3, Form S-8, 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
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  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 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) 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

                                        4
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
1934 Act; and, where interim financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the 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 1933
Act 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 1933 Act 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 1933 Act and will be  governed by the
final adjudication of such issue.

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Lutherville in the State of Maryland,  as of January
16, 2001.

                                 WHG Bancshares Corporation

                                 By:      /s/Peggy J. Stewart
                                          --------------------------------------
                                          Peggy J. Stewart
                                          President and Chief Executive Officer
                                          (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 indicated as of the date indicated.

/s/Peggy J. Stewart                                  /s/John E. Lufburrow
------------------------------------------------     ---------------------------
Peggy J. Stewart                                     John E. Lufburrow
President, Chief Executive Officer, and Director     Chairman of the Board
(Principal Executive Officer)

01/16/01                                             01/16/01
------------------------------------------------     ---------------------------
(Date)                                               (Date)

/s/Robin L. Taylor                                   /s/Philip W. Chase, Jr.
------------------------------------------------     ---------------------------
Robin L. Taylor                                      Philip W. Chase, Jr.
Controller                                           Director
(Principal Accounting and Financial Officer)

01/16/01                                             01/16/01
------------------------------------------------     ---------------------------
(Date)                                               (Date)
/s/Urban P. Francis, Jr.                             /s/Herbert A. Davis
------------------------------------------------     ---------------------------
Urban P. Francis, Jr.                                Herbert A. Davis
Director                                             Director

01/16/01                                             01/16/01
------------------------------------------------     ---------------------------
(Date)                                               (Date)

/s/Edwin C. Muhly, Jr.
------------------------------------------------     ---------------------------
Edwin C. Muhly, Jr.                                  D. Edward Lauterbach, Jr.
Director                                             Director

01/16/01
------------------------------------------------     ---------------------------
(Date)                                               (Date)

/s/Hugh P. McCormick
------------------------------------------------
Hugh P. McCormick
Director

01/16/01
------------------------------------------------
(Date)
INDEX TO EXHIBITS

Exhibit                Description
-------                -----------

     4.1    WHG Bancshares Corporation
            2001 Stock Option Plan

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

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

     4.4    Form of Stock Award Tax Notice

     5.1    Opinion of Malizia Spidi & Fisch, PC as to the validity of the
            Common Stock being registered

    23.1    Consent of Malizia Spidi & Fisch, PC (appears in their opinion
            filed as Exhibit 5.1)

    23.2    Consent of Anderson Associates, LLP

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