<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 9)<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 8, 1999
(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 (e)(f) or (g), check the following box / /.
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule 13d-7(b)
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 7 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 47,825*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 47,825*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 47,825*<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) 3.53%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 7 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 47,825*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 47,825*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 47,825*<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) 3.53%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement.
Page 3 of 7 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 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 47,825 shares, representing 3.53
percent of the outstanding shares of Common Stock based on
1,353,109 shares of Common Stock disclosed by WHG as outstanding on
April 27, 1999. All such shares are held in the name of Mr. & 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
47,825 shares of Common Stock jointly owned by them.
Page 4 of 7 Pages
<PAGE>
B. Paragraph (c) of Item 5 is hereby supplemented by
the addition of the following:
"Mr. and Mrs. Davis directed the sale of 8,500 shares of
common stock beneficially owned by them and received $79,437.29 in
consideration and Mr. Davis directed the sale of 24,723 shares of
common stock beneficially owned by him in an individual retirement
account ("IRA") and received consideration of $242,534.77."
"The shares of common stock which Mr. Davis sold that
were held in his IRA were previously reported as jointly held by
Mr. and Mrs. Davis. Some of the shares were transferred to Mr.
Davis' IRA prior to such sale."
"All such common shares continue to be beneficially owned
by Mr. and Mrs. Davis. The amount, date and other information with
respect to such sales are listed on Schedule A attached hereto."
C. Paragraph (e) of Item 5 of the statement is hereby
amended and restated in its entirety to read as follows:
(e) "On April 8, 1999, Mr. & Mrs. Davis ceased to be the
beneficial owners of more than 5% of the outstanding shares of
common stock. They currently own 3.53% of the outstanding shares
of common stock."
Page 5 of 7 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.
4/29/99 Jerome H. Davis
Date (Signature)
4/29/99 Susan B. Davis
Date (Signature)
Page 6 of 7 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. Davis
(IRA Account):
1. 4/5/99 (100) $11.00 OTC 1,100.00
2. 4/7/99 (623) $10.75 OTC 6,697.25
3. 4/8/99 (24,000) $ 9.780738 OTC 234,737.52
Jerome H. Davis
and Susan B. Davis:
4. 4/9/99 (3,900) $ 9.0945 OTC 35,468.55
5. 4/12/99 (1,000) $ 9.875 OTC 9,875.00
6. 4/12/99 (100) $10.00 OTC 1,000.00
7. 4/12/99 (600) $10.00 OTC 6,000.00
8. 4/13/99 (400) $ 9.7031 OTC 3,881.24
9. 4/14/99 (500) $ 9.625 OTC 4,812.50
10. 4/14/99 (100) $ 9.625 OTC 962.50
11. 4/19/99 (1000) $ 9.000 OTC 9,000.00
12. 4/19/99 (900) $ 9.375 OTC 8,437.50
__________________________________
<FN>
<F4>
* Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. and/or
Mrs. Davis.
</FN>
</TABLE>
Page 7 of 7 Pages
