<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 4)<F1>
WHG Bancshares Corporation
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
928949106
(CUSIP Number)
Jerome H. Davis
c/o David M. Perlmutter, Esq.
200 Park Ave., Suite 4515, New York, NY 10166
(212) 986-4900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 18, 1997
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1 (b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule 13d-1(a)
for other parties to whom copies are to be sent.
(Continued on following pages)
_________________________
<F1>
1 The remainder of this cover page shall be filled out for
a reporting person's initial filing of this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
Page 1 of 6 Pages
<PAGE>
CUSIP No. 928949106
_________________________________________________________________
1. Name of Reporting Person Jerome H. Davis
_________________________________________________________________
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
_________________________________________________________________
2. Check the Appropriate Box (a)______
if a Member of a Group (b)___X__
(See Instructions)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds (See Instructions)
PF
_________________________________________________________________
5. Check Box if Disclosure of Legal
Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
_________________________________________________________________
6. Citizenship or Place of
Organization United States
_________________________________________________________________
Number of 7. Sole Voting Power -0-
Shares 8. Shared Voting
Beneficially Power 91,048*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 91,048*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 91,048*<F2>
_________________________________________________________________
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain / /
Shares (See Instructions)
_________________________________________________________________
13. Percent of Class Represented
by amount in Row (11) 6.22%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 6 Pages
<PAGE>
CUSIP No. 928949106
_________________________________________________________________
1. Name of Reporting Person Susan B. Davis
_________________________________________________________________
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
_________________________________________________________________
2. Check the Appropriate Box (a)______
if a Member of a Group (b)___X__
(See Instructions)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds (See Instructions)
PF
_________________________________________________________________
5. Check Box if Disclosure of Legal
Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
_________________________________________________________________
6. Citizenship or Place of
Organization United States
_________________________________________________________________
Number of 7. Sole Voting Power -0-
Shares 8. Shared Voting
Beneficially Power 91,048*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 91,048*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 91,048*<F3>
_________________________________________________________________
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain / /
Shares (See Instructions)
_________________________________________________________________
13. Percent of Class Represented
by amount in Row (11) 6.22%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement.
Page 3 of 6 Pages
<PAGE>
The Statement on Schedule 13D (this "Statement") of
Jerome H. Davis with respect to the Common Stock, par value $.10
per share ("Common Stock") of WHG Bancshares Corporation, a
Maryland corporation ("WHG"), is hereby amended as set forth
below.
Item 4. PURPOSE OF TRANSACTION.
Item 4 of the Statement is hereby supplemented by the
addition of the following:
"The disposition of Common Stock, as set forth on
Schedule A hereto, reflects investment decisions consistent with
the purpose for which the shares were acquired. Mr. and Mrs.
Davis may, at any time and from time to time, review or
reconsider their position with respect to WHG and may acquire
and/or dispose of additional shares of Common Stock of WHG for
investment purposes and/or formulate plans or proposals which
have not been previously disclosed with respect to any of such
matters, but have no present intention to do so."
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
A. Paragraphs (a) and (b) of Item 5 of the Statement
are amended and restated in their entirety to read as follows:
"(a) The aggregate number of shares of Common Stock
deemed to be beneficially owned by Mr. and Mrs. Davis for
the purposes of this Statement is 91,048 shares,
representing 6.22 percent of the outstanding shares of
Common Stock based on 1,462,107 shares of Common Stock
disclosed by WHG as outstanding on April 23, 1997. All such
shares are held in the name of Mr. and Mrs. Davis.
(b) Subject to the matters referred to in paragraph
(a) hereof, Mr. and Mrs. Davis have shared power to vote or
direct the vote and shared power to dispose or direct the
disposition of the 91,048 shares of Common Stock jointly
owned by them."
B. Paragraph (c) of Item 5 of the Statement is hereby
supplemented by the addition of the following:
"Mr. and Mrs. Davis sold an aggregate of 70,085
shares of Common Stock beneficially owned by them through
standard brokerage accounts maintained by them and received
an aggregate consideration of $995,310. The amount, date
and other information with respect to such sales are listed
on Schedule A attached hereto."
Page 4 of 6 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this amendment is true, complete and
correct.
4/23/97 Jerome H. Davis
Date (Signature)
4/23/97 Susan B. Davis
Date (Signature)
Page 5 of 6 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of WHG Bancshares Corporation ("WHG")
Jerome H. Davis and Susan B. Davis
<CAPTION>
Date of No. of Shrs Price Per Shr Where How
Transa- Purchased (excl. commis- Trans- Trans-
tion (Sold) sions) acted acted
<S> <C> <C> <C> <C>
Jerome H. and
Susan B. Davis:
1. 3/26/97 (3,133) $14.50 OTC *<F4>
2. 4/18/97 (66,952) 14.1875 OTC *<F4>
__________________________________
<FN>
<F4>
* Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. and
Mrs. Davis.
</FN>
</TABLE>
Page 6 of 6 Pages
