SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended September 30, 1999

                          OR

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                     to
                               -------------------    -------------------

                         Commission file number 0-24353
                                                -------

                           THISTLE GROUP HOLDINGS, CO.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

      Pennsylvania                                       23-2960768
--------------------------------------------------------------------------------
  (State or other jurisdiction of              (IRS employer identification no.)
   incorporation or organization)

6060 Ridge Avenue, Philadelphia, Pennsylvania                19128
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code      (215) 483-2800

                                      N/A
--------------------------------------------------------------------------------
               Former name, former address and former fiscal year,
                          if changed since last report.

         Indicate  by check  whether  the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                  Yes      X          No
                         -----               -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date November 11, 1999


                    Class                            Outstanding
--------------------------------------------------------------------------------
         $.10 par value common stock               7,805,432 shares



<PAGE>



                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                                    FORM 10-Q
                    FOR THE QUARTER ENDED September 30, 1999
                                      INDEX


                                                                          Page
                                                                          Number
PART 1 - UNAUDITED CONSOLIDATED FINANCIAL INFORMATION OF
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
Item 1.  Financial Statements and Notes Thereto  ............................  1
Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.................................  8
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.......... 14
PART II - OTHER INFORMATION
Item 1.  Legal Proceedings................................................... 15
Item 2.  Changes in Securities............................................... 15
Item 3.  Defaults upon Senior Securities..................................... 15
Item 4.  Submission of Matters to a Vote of Security Holders................. 15
Item 5.  Other Information................................................... 15
Item 6.  Exhibits and Reports on Form 8-K.................................... 16



<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                    September 30, December 31,
                                                                       1999           1998
                                                                     (Unaudited)
<S>                                                                 <C>           <C>
ASSETS
Cash on hand and in banks .........................................   $   4,678    $   2,522
Interest-bearing deposits .........................................      16,691       23,614
                                                                      ---------    ---------
         Total cash and cash equivalents ..........................      21,369       26,136
Investments held to maturity (approximate fair
         value of $53,958) ........................................        --         54,129
Investments available for sale at fair value
         (amortized cost of $133,955 and $20,133) .................     124,663       20,274
Mortgage-backed securities available for sale
         at fair value (amortized cost of $218,781 and $228,574) ..     214,936      229,883
Loans receivable (net of allowance for loan losses of
         $1,193 and $1,036) .......................................     145,561      133,908
Loans held for sale ...............................................       3,975        2,558
Accrued interest receivable .......................................       4,123        3,265
Federal Home Loan Bank stock - at cost ............................       8,844        5,344
Real estate acquired through foreclosure - net ....................         138           82
Office properties and equipment - net .............................       2,586        2,487
Cash surrender value of life insurance ............................      11,199       10,810
Prepaid expenses and other assets .................................       1,037        3,163
Deferred income taxes .............................................       5,485         --
                                                                      ---------    ---------
         TOTAL ASSETS .............................................   $ 543,916    $ 492,039
                                                                      =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits ..........................................................   $ 279,061    $ 276,390
Accrued interest payable ..........................................         836          469
Advances from borrowers for taxes and insurance ...................       1,645        2,229
FHLB advances .....................................................     176,884      106,884
Accounts payable and accrued expenses .............................       3,827        3,465
Other borrowings ..................................................       3,000         --
Dividends payable .................................................         468          450
Accrued income taxes ..............................................         144        1,476
Deferred income taxes .............................................        --            447
                                                                      ---------    ---------
         TOTAL LIABILITIES ........................................     465,865      391,810
                                                                      ---------    ---------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, no par value - 10,000,000 shares authorized,
none issued in 1999 and 1998 ......................................        --           --
Common stock - $.10 par, 40,000,000 shares authorized, 8,999,989
issued in 1999 and 1998;  7,805,432 outstanding  September 30, 1999
and 8,999,989 outstanding December 31, 1998 .......................         900          900
Additional paid-in capital ........................................      93,356       94,616
Employee Stock Ownership Plan .....................................      (5,761)      (6,075)
Unearned Compensation .............................................      (2,642)        --
     Treasury stock at cost, 1,194,557 shares at September 30, 1999     (11,610)        --
Accumulated other comprehensive income ............................      (8,669)         957
Retained earnings - partially restricted ..........................      12,477        9,831
                                                                      ---------    ---------
         Total stockholders' equity ...............................      78,051      100,229
                                                                      ---------    ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........................   $ 543,916    $ 492,039
                                                                      =========    =========
</TABLE>

         See notes to unaudited consolidated financial statements.

                                       1

<PAGE>

                  Thistle Group Holdings, Co. and subsidiaries
                        CONSOLIDATED STATEMENTS OF INCOME
                                 (IN THOUSANDS)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                     For the Three Months        For the Nine Months
                                                                      Ended September 30,         Ended September 30,
                                                                      -------------------         -------------------

                                                                         1999           1998          1999          1998
<S>                                                               <C>            <C>           <C>           <C>
INTEREST INCOME:
   Interest on loans ...........................................   $     2,882    $     2,161   $     8,413   $     6,432
   Interest on mortgage-backed securities ......................         3,443          2,576        10,217         6,283
   Interest and dividends on investments .......................         2,599          1,838         6,375         3,671
                                                                   -----------    -----------   -----------   -----------
          Total interest income ................................         8,924          6,575        25,005        16,386
                                                                   -----------    -----------   -----------   -----------
INTEREST EXPENSE:
   Interest on deposits ........................................         2,894          2,804         8,611         7,978
   Interest on borrowed money ..................................         2,273            520         5,544           749
                                                                   -----------    -----------   -----------   -----------
          Total interest expense ...............................         5,167          3,324        14,155         8,727
                                                                   -----------    -----------   -----------   -----------
NET INTEREST INCOME ............................................         3,757          3,251        10,850         7,659

PROVISION FOR LOAN LOSSES ......................................            45             15           195            45
                                                                   -----------    -----------   -----------   -----------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES ................................................         3,712          3,236        10,655         7,614
                                                                   -----------    -----------   -----------   -----------
OTHER INCOME:
  Service charges and other fees ...............................            91             86           267           269
  (Loss) gain on sale of real estate owned .....................            (5)          --               1             2
  Loss on sale of mortgage-backed securities ...................                         --             (16)         --
  (Loss) gain on sale of investments ...........................           (10)          --             251          --
  Rental income ................................................            35             48           119           130
  Miscellaneous other income ...................................            35           --              72          --
                                                                   -----------    -----------   -----------   -----------
          Total other income ...................................           146            134           694           401
                                                                   -----------    -----------   -----------   -----------
OTHER EXPENSES:
   Salaries and employee benefits ..............................         1,186          1,019         3,239         2,881
   Occupancy and equipment .....................................           324            262           865           728
   Federal insurance premium ...................................            40             36           125           108
   Professional fees ...........................................           187             72           461           209
   Advertising and promotion ...................................            80             27           165           102
   Other .......................................................           459            537         1,409         1,194
                                                                   -----------    -----------   -----------   -----------
          Total other expenses .................................         2,276          1,953         6,264         5,222
                                                                   -----------    -----------   -----------   -----------

INCOME BEFORE INCOME TAXES .....................................         1,582          1,417         5,085         2,793
                                                                   -----------    -----------   -----------   -----------
INCOME TAXES ...................................................           292            524         1,181         1,039
                                                                   -----------    -----------   -----------   -----------
NET INCOME .....................................................   $     1,290    $       893   $     3,904   $     1,754
                                                                   ===========    ===========   ===========   ===========

BASIC EARNINGS PER SHARE .......................................   $       .18    $       .10   $       .53           N/A
DILUTED EARNINGS PER SHARE .....................................   $       .18    $       .09   $       .52           N/A

WEIGHTED AVERAGE SHARES
   OUTSTANDING - BASIC .........................................     7,164,407      8,371,479     7,374,802           N/A
WEIGHTED AVERAGE SHARES
   OUTSTANDING - DILUTED .......................................     7,211,456      8,547,339     7,473,618           N/A
</TABLE>

See notes to unaudited consolidated financial statements

                                        2
<PAGE>

                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                        For the Nine Months
                                                                        Ended September 30
                                                                        ------------------
                                                                        1999          1998
                                                                        ----          ----
<S>                                                                  <C>          <C>
OPERATING ACTIVITIES:
Net income ........................................................   $   3,904    $   1,754
Adjustments to reconcile income to net cash provided
   by operating activities:
   Provision for loan losses ......................................         195           45
   Depreciation ...................................................         336          209
   Amortization of stock benefit plans ............................         397         --
Amortization of net premiums (discounts) on:
   Loans purchased ................................................          22          (86)
   Investments ....................................................        (967)        (632)
   Mortgage-backed securities .....................................       1,186          650
Gain on sale of investments .......................................        (250)        --
Loss on sale of mortgage-backed securities ........................          16         --
Gain on sale of real estate owned .................................          (1)          (1)
Decrease in other assets ..........................................         (42)        (379)
Decrease in other liabilities .....................................        (585)      (1,721)
                                                                      ---------    ---------
Net cash provided by (used in)  operating activities ..............       4,211         (161)
                                                                      ---------    ---------
INVESTING ACTIVITIES:
Principal collected on:
   Mortgage-backed securities .....................................      40,141       28,729
   Loans ..........................................................      22,308       16,987
Loans originated ..................................................     (31,129)     (20,166)
Loans acquired ....................................................      (4,560)     (21,335)
Purchases of:
    Investments ...................................................     (64,474)     (33,730)
    Mortgage-backed securities ....................................     (59,279)    (149,392)
    Office properties and equipment ...............................        (435)      (1,272)
    FHLB Stock ....................................................      (3,500)      (2,692)
Proceeds from sale of investments .................................       5,164          --
Proceeds from the sale of mortgage-backed securities ..............      27,728          --
Proceeds from sale of real estate owned ...........................           6           79
Maturities and calls of investments ...............................         833       14,384
                                                                      ---------    ---------
Net cash  used in investing activities ............................     (67,197)    (168,408)
                                                                      ---------    ---------
FINANCING ACTIVITIES:
Net  increase in deposits .........................................       2,671       33,472
Net decrease in advances from borrowers for
   taxes and insurance ............................................        (584)        (554)
Net increase in FHLB advances .....................................      70,000       80,000

Increase in other borrowings ......................................       3,000         --
Purchase of treasury stock ........................................     (13,149)        --
Purchase of restricted stock plan shares ..........................      (2,761)        --
Net proceeds from exercise of stock options .......................         300         --
Net proceeds from the sale of common stock ........................        --         70,985
Cash dividends ....................................................      (1,258)        (532)
                                                                      ---------    ---------
Net cash  provided by financing activities ........................      58,219      183,371
                                                                      ---------    ---------
Net (decrease) increase in cash and cash equivalents ..............      (4,767)      14,802
Cash and cash equivalents, beginning of period ....................      26,136       20,151
                                                                      ---------    ---------
Cash and cash equivalents, end of period ..........................      21,369    $  34,953
                                                                      =========    =========
SUPPLEMENTAL DISCLOSURES
Interest paid on deposits and funds borrowed ......................   $  13,788    $   8,434
Income taxes paid .................................................         767          920
Noncash transfers from loans to real estate owned .................          89          168
Noncash transfer investments held to maturity to available for sale      54,129         --

</TABLE>

See notes to unaudited consolidated financial statements

                                       3

<PAGE>

                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

         NOTE 1 - PRINCIPLES OF CONSOLIDATION

                  The  unaudited  consolidated  financial  statements  contained
                  herein  for the  periods  prior to July 14,  1998 are those of
                  Thistle  Group   Holdings,   Inc.,   (the  "Mid-Tier   Holding
                  Company"),  which was organized for the purpose of holding all
                  of the capital stock of Roxborough-Manayunk Bank (the "Bank").
                  The audited and unaudited  consolidated  statements  contained
                  herein for the periods  subsequent  to July 14, 1998 are those
                  of Thistle Group  Holdings,  Co., (the  "Company"),  which was
                  organized in March of 1998.  Thistle Group  Holdings,  Co. has
                  two  wholly  owned  subsidiaries;  TGH  Corp.  and  Roxborough
                  Manayunk Bank. Roxborough Manayunk Bank has three wholly owned
                  subsidiaries; Roxdel Corp., Montgomery Service Corp. and Ridge
                  Service Corp. The Company's business is conducted  principally
                  through the Bank. All  significant  intercompany  accounts and
                  transactions have been eliminated in  consolidation.  See also
                  Note 3 Conversion and Reorganization.

         NOTE 2 - BASIS OF PRESENTATION

                  The accompanying  unaudited  consolidated financial statements
                  were prepared in accordance  with  instructions  for Form 10-Q
                  and, therefore, do not include all information necessary for a
                  complete  presentation  of consolidated  financial  condition,
                  results  of  operations,  and cash  flows in  conformity  with
                  generally  accepted  accounting   principles.   However,   all
                  adjustments,  consisting of normal recurring accruals,  which,
                  in  the  opinion  of  management,  are  necessary  for a  fair
                  presentation  of the  consolidated  financial  statements have
                  been included. The results of operations for the periods ended
                  September  30,  1999  are not  necessarily  indicative  of the
                  results  which may be expected  for the entire  fiscal year or
                  any other period.

                  These  statements  should  be read  in  conjunction  with  the
                  consolidated  financial statements and related notes which are
                  included in the Company's  Annual Report to  stockholders  for
                  the year ended December 31, 1998.

         NOTE 3 - CONVERSION AND REORGANIZATION

                  On July 14, 1998, the Mid-Tier  Holding Company  completed its
                  mutual   to   stock    conversion    (the    "Conversion   and
                  Reorganization").   In  connection  with  the  Conversion  and
                  Reorganization,  the Company, a unitary thrift holding company
                  incorporated  in  Pennsylvania,  sold 7,856,370  shares of its
                  common stock in subscription and community offerings at $10.00
                  per share.  Furthermore,  based on an independent appraisal of
                  the Company,  existing  minority  stockholders of the Mid-Tier
                  Holding Company  converted each share of the Mid-Tier  Holding
                  Company  into 5.5516  shares of common  stock of the  Company.
                  (the  "Exchange").  Upon  completion  of  the  Conversion  and
                  Reorganization,   the   Mid-Tier   Holding   Company  and  FJF
                  Financial,  M.H.C.  were merged with and into the Bank and the
                  Bank changed its name to  Roxborough-Manayunk  Bank and became
                  the  wholly  owned  subsidiary  of the  Company.  A  total  of
                  8,999,989  shares of common  stock of the  Company  (excluding
                  fractional  shares  issued  in the  Exchange)  were  issued in
                  connection with the Conversion and Reorganization.

                  For the  purpose of  granting  eligible  members of the Bank a
                  priority  in  the  event  of  further  liquidation,  the  Bank
                  established   a  liquidation   account  in   accordance   with
                  applicable regulations.  In the event (and only in such event)
                  of future liquidation of the Bank, an eligible savings account
                  holder who  continues to maintain a savings  account  shall be
                  entitled  to  receive  a  distribution  from  the  liquidation
                  account,  in the  proportionate  amount  of  the  then-current
                  adjusted balance of the savings deposits then held, before any
                  distributions may be made with respect to capital stock.

                  The common  stock of the Company  began  trading on the NASDAQ
                  National Market under the symbol "THTL" on July 14, 1998.


                                        4
<PAGE>



         NOTE 4 - COMMON STOCK ACQUIRED BY THE EMPLOYEE STOCK OWNERSHIP PLAN

                  As part of the  Conversion  and  Reorganization,  the Employee
                  Stock  Ownership  Plan (the  "ESOP")  borrowed  funds from the
                  Company  and used the  funds to  purchase  628,509  shares  of
                  common  stock.  At  September  30,  1999,  52,375  shares were
                  committed to be released of which 20,950 shares were allocated
                  to  participants.   The  Company  accounts  for  its  ESOP  in
                  accordance with AICPA Statement of Position 93-6,  "Employers'
                  Accounting for Employee Stock Ownership Plans", which requires
                  the Company to  recognize  compensation  expense  equal to the
                  fair value of the ESOP shares during the periods in which they
                  become  committed to be released.  To the extent that the fair
                  value of the ESOP shares differs from the cost of such shares,
                  this  differential  will be charged or  credited  to equity as
                  additional  paid-in capital.  Management  expects the recorded
                  amount of expense to fluctuate as continuing  adjustments  are
                  made to reflect  changes in the fair value of the ESOP shares.
                  Employers  with  internally  leveraged  ESOP's,  such  as  the
                  Company, do not report the loan receivable from the ESOP as an
                  asset and do not report the ESOP debt from the  employers as a
                  liability.  For the three and nine months ended  September 30,
                  1999 the Company recorded  compensation expense related to the
                  ESOP of $90 and $276, respectively.

         NOTE 5 - INVESTMENTS

         Investments  at September  30, 1999 and December 31, 1998  consisted of
the following:

<TABLE>
<CAPTION>
         Investments Available for Sale
                                                                      September 30, 1999                  December 31, 1998
                                                                Amortized         Approximate       Amortized           Approximate
                                                                   Cost             Fair              Cost              Fair Value
                                                                   ----             ----              ----              ----------
       <S>                                                     <C>                 <C>            <C>                   <C>
         U.S. Treasury securities and securities
          of U.S. government agencies -
         1 to 5 years....................................       $  5,024            $  5,181
         5 to 10 years...................................          3,000               2.886
         More than 10 years..............................         46,500              44,297
         FHLB and FHLMC Bonds - more than 10 years.......         17,316              13,990
         Municipal Bonds - 5 to 10 years.................            993               1,011
         Municipal bonds - more than 10 years............         39,654              36,341
         Mutual Funds....................................          1,327               1,327         $ 1,285              $  1,285
         Capital Trust Securities........................         13,412              12,504          11,774                11,647
         Equity investments..............................          5,795               6,192           6,324                 6,592
         Other...........................................            934                 934             750                   750
                                                                --------        ------------       ---------           -----------


         Total...........................................       $133,955            $124,663         $20,133             $  20,274
                                                                ========            ========         =======             =========
</TABLE>
<TABLE>
<CAPTION>

         Investments Held To Maturity                                                                   December 31, 1998
                                                                                                   Amortized           Approximate
                                                                                                     Cost              Fair Value
                                                                                                     ----              ----------
        <S>                                                                                         <C>                  <C>
         U.S. Treasury securities and securities
          of U.S. Government agencies -
         1 to 5 years........................................................................        $ 5,032               $ 5,356
         5 to 10 years.......................................................................          3,000                 2,985
         More than 10 years..................................................................          5,000                 5,000
         FHLB and FHLMC Bonds...............................................................          10,154                 9,768
         Municipal bonds - more than 10 years................................................         30,765                30,671
         Other...............................................................................            178                   178
                                                                                                     -------               -------

         Total...............................................................................        $54,129               $53,958
                                                                                                     =======               =======
</TABLE>

                                       5
<PAGE>
        NOTE 6 - MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

         Mortgage-backed  securities at September 30, 1999 and December 31, 1998
consisted of the following:

<TABLE>
<CAPTION>

                                                                   September 30, 1999                     December 31, 1998
                                                                Amortized        Approximate       Amortized           Approximate
                                                                  Cost            Fair Value         Cost               Fair Value
                                                                  ----            ----------         ----               ----------
        <S>                                                   <C>                 <C>             <C>                  <C>
         GNMA pass-through certificates...................      $115,439            $114,040        $134,216             $134,781
         FNMA pass-through certificates...................        79,169              76,491          64,852               65,129
         FHLMC pass-through certificates..................        22,811              23,078          26,512               27,068
         FHLMC real estate mortgage investment conduits...         1,362               1,327           2,994                2,905
                                                                --------            --------        --------             --------
         Total............................................      $218,781            $214,936        $228,574             $229,883
                                                                ========            ========        ========             ========
</TABLE>



         NOTE 7 - LOANS RECEIVABLE

                  Loans  receivable  at September 30, 1999 and December 31, 1998
consisted of the following:

<TABLE>
<CAPTION>
                                                                     September 30, 1999    December 31. 1998
                                                                     ------------------    -----------------
        <S>                                                           <C>                       <C>

         Mortgage loans:
                  1-4 family residential......................          $102,447                  $108,585
                  Other dwelling units........................            29,547                    17,542
         Home equity lines of credit and improvement loans....             8,549                     8,273
         Commercial non-mortgage loans........................             2,987                       269
         Construction loans...................................             4,051                       868
         Loans on savings accounts............................               173                       218
         Consumer loans.......................................               126                       126
                                                                         -------                   -------

                  Total Loans.................................           147,880                   135,881
                                                                         -------                   -------
         Plus: unamortized premiums...........................               332                       374
         Less:
                  Net discounts on loans purchased............               (30)                      (30)
                  Deferred  loan fees.........................            (1,428)                   (1,281)
                  Allowance for loan losses...................            (1,193)                   (1,036)
                                                                          ------                   -------

         Total                                                           $145,561                 $133,908
                                                                          =======                  =======
</TABLE>

         NOTE 8 - DEPOSITS

                  The major types of deposits by amounts and percentages were as
follows:
<TABLE>
<CAPTION>
                                                  September 30, 1999                December 31, 1998
                                                 Amount    % of Total          Amount      % of Total
                                                 ------    ----------          ------      ----------

        <S>                                    <C>           <C>             <C>            <C>
         NOW accounts and
            transaction checking............    $18,414        6.6%           $18,142         6.6%
         Money Market Demand accounts.......      8,722        3.1%            13,857         5.0%
         Passbook accounts..................    101,247       36.3%           100,627        36.4%
         Certificate accounts...............    150,678       54.0%           143,764        52.0%
                                                -------      -----            -------       -----

         Total                                 $279,061      100.0%          $276,390       100.0%
                                                =======      =====            =======       =====
</TABLE>

                                        6
<PAGE>

         NOTE 9 - EARNINGS PER SHARE

                  Basic EPS excludes dilution and is computed by dividing income
                  available  to  common  stockholders  by  the  weighted-average
                  number of common shares  outstanding  for the period.  Diluted
                  EPS  reflects  the  potential  dilution  that  could  occur if
                  securities  or other  contracts  to issue  common  stock  were
                  exercised  or  converted  into common stock or resulted in the
                  issuance of common  stock that then shared in the  earnings of
                  the Company.  EPS for the periods prior to the  Conversion and
                  Reorganization  have  not  been  presented  as  they  are  not
                  comparative.

         NOTE 10 - COMPREHENSIVE INCOME (LOSS)

                  For the three and nine months ended  September  30, 1999,  the
                  Company  reported total  comprehensive  losses of $1.5 million
                  and $6.0 million,  respectively.  For the three and nine month
                  periods  of  the  prior  year  the  Company   reported   total
                  comprehensive   income  of  $1.1   million  and  $2.3  million
                  respectively.  Other comprehensive income or loss consisted of
                  unrealized  losses or gains,  net of taxes,  on available  for
                  sale  securities  for the three and nine month  periods  ended
                  September 30, 1999 and 1998 and a reclassification  adjustment
                  for gains and losses  included in net income for the three and
                  nine month periods ended September 30, 1999.

         NOTE 11 - RECENT ACCOUNTING PRONOUNCEMENTS

                  The  Company   adopted   Statement  of  Financial   Accounting
                  Standards   (SFAS)  No.  133,   "Accounting   for   Derivative
                  Instruments  and Hedging  Activities" on January 1, 1999. This
                  statement  requires that the Company recognize all derivatives
                  as either assets or  liabilities in the statement of financial
                  position and measure  those  instruments  at fair value.  Upon
                  adoption of this  statement,  the Company as  permitted by the
                  statement,  transferred  certain  securities with an amortized
                  cost of $54,129 from held to maturity to  available  for sale.
                  This  transfer  does not call into  question the intent of the
                  Company to hold other  securities  to  maturity in the future.
                  The adoption of this statement did not have a material  impact
                  on the Company's financial position or results of operations.

         NOTE 12 - DIVIDENDS

                  On September 13, 1999 the Company  declared a dividend of $.06
                  per share payable  October 15, 1999 to stockholders of  record
                  on September 30, 1999.

         NOTE 13 - SHAREHOLDER RIGHTS PLAN

                  On  September  13,  1999,  the  Company's  Board of  Directors
                  adopted a  Shareholder  Rights  Plan.  Under  the  Plan,  each
                  shareholder  of record at the close of business  on  September
                  30,  1999  received a dividend  distribution  of one Right for
                  each  outstanding  share of common stock. The Rights expire on
                  September 13, 2009 and thereafter have no further value.  They
                  are  redeemable  by the Board of  Directors at a price of $.01
                  per Right at anytime within the ten year period until a person
                  or group  has  acquired  15% or more of our  then  outstanding
                  common stock.  The rights will be exercisable only if a person
                  or group acquires 15% or more of the Company's common stock or
                  announces  a tender  offer,  the  consummation  of which would
                  result in  ownership by a person or group of 15% of the common
                  stock.

         NOTE 14 - RESTRICTED STOCK PLAN AND STOCK OPTION PLAN

                  At a  Special  Meeting  of the  stockholders  held on July 21,
                  1999,  the  Roxborough  Manayunk  Bank  Restricted  Stock Plan
                  ("RSP") was approved by the Company's stockholders.  There are
                  314,254 shares  authorized  under the RSP. As of September 30,
                  1999,  the  Company  had  outstanding  awards  aggregating  to
                  237,460 shares to the Company's Board of Directors,  executive
                  officers and other key employees  subject to vesting and other
                  provisions  of the RSP. At September  30,  1999,  the deferred
                  cost of the unearned RSP shares totaled $2,642 and is recorded
                  as a charge against stockholders' equity. Compensation expense
                  will be recognized ratably over a five year vesting period for
                  executive  officers  and other key  employees  and over a four
                  year vesting period for non-employee directors.  For the three
                  months  ended   September  30,  1999,  the  Company   recorded
                  compensation  and employee  benefit expense of $119 related to
                  the RSP.

                  At a Special  Meeting of  stockholders  on July 21, 1999,  the
                  Thistle  Group  Holdings,  Co.  1999  Stock  Option  Plan (the
                  "Plan") was  approved by the  Company's  stockholders.  Common
                  stock  totaling  785,637 shares has been reserved for issuance
                  for the Plan.  An aggregate of 487,985 stock options have been
                  granted  at an  exercise  price of  $8.9375  to the  Company's
                  executive  officers,  non-employee  directors  and  other  key
                  employees subject to vesting and other provisions of the Plan.
                  Such  options  were  not  dilutive  during  the  period  ended
                  September 30, 1999.

                                        7

<PAGE>

                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The Private  Securities  Litigation  Reform Act of 1995  contains  safe
         harbor provisions regarding  forward-looking  statements.  When used in
         this discussion,  the words "believes",  anticipates",  "contemplates",
         "expects",   and   similar   expressions   are   intended  to  identify
         forward-looking  statements.  Such  statements  are  subject to certain
         risks and  uncertainties  which  could cause  actual  results to differ
         materially from those projected.  Those risks and uncertainties include
         changes in interest rates,  risks associated with the effect of opening
         a  new  branch,  the  ability  to  control  costs  and  expenses,   new
         legislation and  regulations,  and general market  conditions.  Thistle
         Group Holdings,  Co.  undertakes no obligation to publicly  release the
         results of any revisions to those forward-looking  statements which may
         be made to reflect events or circumstances  after the date hereof or to
         reflect the occurrence of unanticipated events.

         General
         -------

         Thistle  Group   Holdings,   Co.  (the  "Company")  is  a  Pennsylvania
         Corporation  which was  organized  in March 1998 to acquire  all of the
         Capital  Stock  of   Roxborough-Manayunk   Bank  (the  "Bank")  in  the
         Conversion and Reorganization.  The Company is a unitary thrift holding
         company which, under existing laws,  generally is not restricted in the
         types of business  activities in which it may engage  provided that the
         Bank  retains  a  specified  amount of its  assets  in  housing-related
         investments.

         The Bank is a federally  chartered  stock savings bank. The Bank serves
         the  Pennsylvania  counties  of  Philadelphia  and  Delaware  through a
         network  of six  offices,  providing  a full  range of  retail  banking
         services,  with  emphasis  on the  origination  of  one-to-four  family
         residential mortgages.

         The Bank is primarily  engaged in attracting  deposits from the general
         public through its offices and using those and other available  sources
         of funds to originate and purchase  loans secured by one to four-family
         residences.  In addition,  the Bank originates  consumer loans, such as
         home equity loans and home equity lines of credit. Such loans generally
         provide for higher interest rates and shorter terms than  single-family
         residential real estate loans. To a lesser extent,  the Bank originates
         loans secured by existing  multi-family  residential and nonresidential
         real estate.

         Because the Conversion and Reorganization were not completed until July
         14, 1998, the  information  provided  herein is that of Company for the
         three and nine month periods ended  September 30, 1999,  the nine month
         period ended  September 30, 1998,  and the year ended December 31, 1998
         and of Thistle Group Holdings,  Inc. (the "Mid-Tier  Holding  Company")
         for all other periods presented.

         Comparison of Financial Condition
         ---------------------------------

         The  Company had total  assets of $543.9  million as of  September  30,
         1999,  representing  an increase of $51.9  million  from the balance of
         $492.0  million as of December  31,  1998.  The increase was due to $70
         million in  purchases of  investments  and  mortgage-backed  securities
         funded with FHLB  advances  offset by a decrease in cash which was used
         for the stock repurchase  program.  1.3 million shares were repurchased
         at an average per share price of $9.74.

         Cash and cash equivalents  decreased  $4.7  million or 18.2% from $26.1
         million at  December  31,  1998 to $21.4  million at September 30, 1999
         September 30, 1999 primarily due to the repurchase of stock.

         Investments  increased  $50.3  million or 67.6%  from $74.4  million at
         December 31, 1998 to $124.7 million at September 30, 1999 primarily due
         to  purchases  of $64.5  million  offset by sales of $5.2  million  and
         maturities of $833,000 and an increase in the  unrealized  loss of $9.3
         million.

         Mortgage-backed  securities decreased $14.9 million or 6.5% from $229.9
         at December 31, 1998 to $215.0 at September 30, 1999. This decrease was
         the result of $40.1 million in repayments,  sales of $27.7 million, and
         an increase in the unrealized  loss of $5.2 million offset by purchases
         of $59.3 million.

         Loans  increased  $13.0 million or 9.5% from $136.5 million at December
         31, 1998 to $149.5 million at September 30, 1999. This increase was the
         result of $31.1  million of  originations  including  $10.2  million of
         non-residential   loans,  and  $4.6  million  in  non-residential  loan
         purchases, offset by principal repayments of $22.3 million.

         Deposits increased $2.7 million or 1.0% from $276.4 million at December
         31, 1998 to $279.1  million at  September  30,  1999.  Certificates  of
         deposit increased $6.9 million,  passbook accounts  increased  $620,000
         and NOW  accounts,  transactions  checking  and money  market  accounts
         decreased $4.8 million.

                                        8

<PAGE>

         FHLB  advances  increased  $70 million or 65.5% from $106.9  million at
         December 31, 1998 to $176.9  million at September 30, 1999 as part of a
         continuing leverage strategy. The additional borrowings include a $10.0
         million 5.05% convertible  advance with a scheduled maturity of 2002, a
         $10.0  million 4.62%  convertible  advance with  scheduled  maturity of
         2009,  a $10.0  million  5.80%  convertible  advance  with a  scheduled
         maturity  of 2002,  a $10  million  5.85%  convertible  advance  with a
         scheduled  maturity  of 2002 and  $30.0  million  in open  REPO's  with
         average rates of  approximately  5.11%.  The advances were used to fund
         the  purchase  of  $40  million  in  investments  and  $30  million  in
         mortgage-backed securities.

         Total stockholders' equity decreased $22.2 million or 22.1% from $100.2
         million at December  31, 1998 to $78.0  million at  September  30, 1999
         primarily  due to the  repurchase  of 1.3 million  shares at an average
         cost of  $9.74  per  share  and to the  mark to  market  adjustment  on
         securities  available  for sale,  as required by  Financial  Accounting
         Standards  Board  Statement  No. 115.  Any  movement in general  market
         conditions,  including  interest rates,  competition and credit quality
         could result in a material  fluctuation on the Company's  available for
         sale portfolio, and thus its shareholders' equity.

         Non-performing Assets
         ---------------------

                  The   following   table  sets  forth   information   regarding
non-performing loans and real estate owned.

<TABLE>
<CAPTION>
                                                      At                    At
                                               September 30, 1999     December 31, 1998
                                               -------------------    -----------------
                                                      (Dollars in Thousands)
<S>                                               <C>                  <C>
        Total non-performing loans ..............   $  299               $  393
        Real estate owned .......................      138                   82
                                                    ------               ------

        Total non-performing assets .............   $  437               $  475
                                                    ======               ======

        Total non-performing loans to
        total loans .............................      .21%                 .28%

        Total non-performing assets to
        total assets ............................      .08%                 .09%

        Allowance for loan loss .................   $1,193               $1,036

        Allowance for loan losses as a percentage
        of total non-performing assets ..........      273%                 218%

        Allowance for loan losses as a percentage
        of total non-performing loans ...........      399%                 264%

        Allowance for loan losses as a percentage
        of total average loans ..................      .85%                 .94%
</TABLE>

         Comparison of Earnings for the Three and Nine Month Periods Ended
         September 30, 1999 and 1998
         -----------------------------------------------------------------------

         Net Income.  Net income for the three and nine months  ended  September
         30,  1999  increased  $397,000  or 44.5% and $2.2  million  or  122.6%,
         respectively, over the same periods in 1998. The increase for the three
         month period is due to an increase in net  interest  income of $506,000
         offset by an increase of $323,000 in non-interest expense. The increase
         for the nine month  period is due to an increase of $3.2 million in net
         interest  income and an increase of $293,000 in other income  offset by
         an increase of $1.0 million in other non-interest expense.

         Total Interest  Income.  Interest  income for the three and nine months
         ended  September  30,  1999  increased  $2.3  million or 35.7% and $8.6
         million or 52.6%,  respectively,  as  compared  to the same  periods in
         1998.  The increase for the three month period was due  primarily to an
         increase of $126.2 million in the average  balance of  interest-earning
         assets and an  increase in the average  yield of 16 basis  points.  The
         increase for the nine-month  period was due primarily to an increase of
         $173.4 million in the average balance of interest-earning assets offset
         by a decrease in the average yield of 14 basis points.

         Total Interest Expense.  Interest expense for the three and nine months
         ended  September  30,  1999  increased  $1.8  million or 55.4% and $5.4
         million or 62.2%,  respectively,  as  compared  to the same  periods in
         1998. The increase for the  three-month  period was due primarily to an
         increase of $162.9 million in the average  balance of  interest-bearing
         liabilities.  The increase for the nine-month  period was due primarily
         to  an   increase  of  $162.1   million  in  the  average   balance  of
         interest-bearing liabilities and to a lesser extent by an increase of 2
         basis points in the average cost of funds.  The Company  utilized  FHLB
         advances  to leverage  its balance  sheet.  Such funds  typically  have
         higher rates of interest than traditional deposits.

                                        9


<PAGE>

         Net Interest Income.  Net interest income for the three and nine months
         ended  September 30, 1999 increased  $506,000 or 15.6% and $3.2 million
         or 41.7%, respectively,  as compared to the same periods in 1998 due to
         the reasons  discussed above.  The net interest spread,  the difference
         between the average rate earned and the average rate paid, increased by
         16 basis points to 2.42% for the three months ended  September 30, 1999
         from  2.26%  for the same  period  in  1998.  The net  interest  spread
         decreased  by 16 basis  points  to  2.45%  for the  nine  months  ended
         September 30, 1999 from 2.61% for the same period in 1998.

         Provision  for Losses on Loans.  The  provision for losses on loans for
         the three and nine months ended September 30, 1999 totaled $ 45,000 and
         $195,000,  respectively,  compared  to $15,000 and $45,000 for the same
         periods in 1998.  Provisions for losses included  charges to reduce the
         recorded  balances of mortgage loans receivable and the collateral real
         estate  to their  estimated  net  realizable  value or fair  value,  as
         applicable.  Such provisions are based on management's  estimate of net
         realizable  value  or fair  value  of the  collateral,  as  applicable,
         considering the current and currently  anticipated  future operating or
         sales  conditions,  thereby  causing these estimates to be particularly
         susceptible  to changes that could result in a material  adjustment  to
         results of operations in the near term.  Recovery of the carrying value
         of such loans and its  collateral  is  dependent  to a great  extent on
         economic,  operating  and  other  conditions  that  may be  beyond  the
         Company's control.

         Management  will continue to review its loan portfolio to determine the
         extent,  if any, to which further  additional  loss  provisions  may be
         deemed  necessary.  There can be no assurance  that the  allowance  for
         losses will be adequate to cover  losses  which may in fact be realized
         in the future and that  additional  provisions  for losses  will not be
         required.

         Other Income.  There was no significant  change in other income for the
         quarter ended  September 30, 1999 over the quarter ended  September 30,
         1998.  Other  income  for the nine  months  ended  September  30,  1999
         increased  $293,000 or 73.1% over the same period of the prior year due
         to a nonrecurring gain on the sale of equity securities of $251,000 and
         a $70,000 recovery on loans secured by commercial equipment leases that
         had been written off in prior years.

         Other  Expenses.  Other  expenses  increased  $323,000 or 16.5% for the
         quarter ended  September 30, 1999 over the quarter ended  September 30,
         1998.   Salaries  and  employee  benefits  increased  $167,000  due  to
         compensation  expense  related  to the  restricted  stock plan that was
         approved by  stockholders  in July 1999,  normal  salary  increases and
         addition of personnel.  Occupancy and equipment costs increased $62,000
         due to increased depreciation related to the purchase of a new computer
         system in August 1998 and to increased costs for maintenance  contracts
         related to the addition of new hardware.  Professional  fees  increased
         $115,000  due to legal costs  incurred  related to the  adoption of the
         Company's stock plans and various corporate and regulatory actions, and
         to  the  outsourcing  of  the  Company's   internal  audit  department.
         Advertising and promotion  increased $53,000 as the Company has begun a
         focused  strategic  marketing effort which included among other things,
         additional  media  costs  for  new  product  campaigns.  Other  expense
         decreased $78,000 due primarily to non-recurring charges related to the
         termination  of the  mid-tier  holding  company  in the  quarter  ended
         September  30, 1998.  Non-interest  expense  increased  $1.0 million or
         20.0% for the nine months ended September 30, 1999 over the same period
         of the prior year.  Salaries and employee benefits  increased  $358,000
         and occupancy and equipment costs increased  $137,000 due mainly to the
         reasons discussed above.  Other expense increased $215,000 due to costs
         associated  with the production of the Company's  initial annual report
         and proxy  statements,  transfer  agent and  NASDAQ  listing  fees,  an
         increase in payroll taxes,  and other expenses  related to the in-house
         computer system.

         Income Tax Expense.  Income tax expense for the quarter ended September
         30,  1999 was  $292,000  or 18.5% of  pre-tax  income  as  compared  to
         $524,000 or 37.0% for the quarter ended September 30, 1998.  Income tax
         expense for the nine months ended  September  30, 1999 was $1.2 million
         or 23.2% of pre-tax  income as compared  to expense of $1.0  million or
         37.2% for the same period of the prior year. The primary reason for the
         decrease in the  effective  tax rate was the  reduction  in state taxes
         resulting  from  purchases of  tax-exempt  securities.  The Company has
         employed  various  strategies  to reduce both  federal and state income
         taxes.

                                       10
<PAGE>

         Liquidity and Capital Resources

         On  September  30,  1999,  the Bank was in  compliance  with its  three
regulatory capital requirements as follows:

                                           Amount      Percent
                                           ------      -------
                                             (in Thousands)
          Tangible capital .............   $59,878      11.24%
          Tangible capital requirement .     7,987       1.50%
                                           -------      -----
          Excess over requirement ......   $51,891       9.74%
                                           =======      =====

          Core capital .................   $59,878      11.24%
          Core capital requirement .....    15,975       3.00%
                                           -------      -----
          Excess over requirement ......   $43,903       8.24%
                                           =======      =====


          Risk based capital ...........   $61,071      34.85%
          Risk based capital requirement    14,018       8.00%
                                           -------      -----
          Excess over requirement ......   $47,053      26.85%
                                           =======      =====


         The Company's  primary sources of funds are deposits,  borrowings,  and
         proceeds from principal and interest payments on loans, mortgage-backed
         securities  and  other  investments.  While  maturities  and  scheduled
         amortization of loans and mortgage-backed  securities are a predictable
         source of funds,  deposit  flows and mortgage  prepayments  are greatly
         influenced by general interest rates, economic conditions,  competition
         and the consolidation of the financial institution industry.

         The primary  investment  activity of the Company is the origination and
         purchase  of  mortgage  loans,  mortgage-backed  securities  and  other
         investments.  During the nine months  ended  September  30,  1999,  the
         Company  originated  $31.1 million of mortgage loans.  The Company also
         purchases loans and mortgage-backed  securities to reduce liquidity not
         otherwise  required for local loan demand.  Purchases of mortgage loans
         and  mortgage-backed  securities  totaled  $ 63.8  million  during  the
         nine-month period ended September 30, 1999. Other investment activities
         include investment in U.S.  government and federal agency  obligations,
         municipal  bonds,  debt and equity  investments  in financial  services
         firms, FHLB of Pittsburgh stock, commercial and consumer loans.

         The Company has other  sources of  liquidity  if a need for  additional
         funds arises.  Until 1998,  the Company had  historically  not utilized
         borrowings as a source of funds. In 1999 and 1998, the Company utilized
         FHLB advances to leverage its balance sheet. In addition, other sources
         of  liquidity  can be found in the  Company's  balance  sheet,  such as
         investment   securities  maturing  within  one  year  and  unencumbered
         mortgage-backed securities that are readily marketable.

         The Bank is  required to maintain  minimum  levels of liquid  assets as
         defined by OTS regulations. The requirement, which may be varied at the
         direction of the OTS  depending  upon economic  conditions  and deposit
         flows,   is  based  upon  a  percentage  of  deposits  and   short-term
         borrowings.  The required  minimum ratio is currently  4.0%. The Bank's
         liquidity ratio was 9.9% at September 30, 1999.

         The Company's most liquid assets are cash and cash  equivalents,  which
         include investments in highly liquid short-term investments.  The level
         of these assets is dependent on the Company's operating,  financing and
         investing  activities  during any given period.  At September 30, 1999,
         cash and cash equivalents totaled $21.4 million.

         The Company anticipates that it will have sufficient funds available to
         meet its current commitments. As of September 30, 1999, the Company had
         $14.1 million in  commitments  to fund loans.  Certificates  of deposit
         which were  scheduled to mature in one year or less as of September 30,
         1999 totaled  $112.3  million.  Management  believes that a significant
         portion of such deposits will remain with the Company.


                                       11
<PAGE>

         Impact of Inflation and Changing Prices
         ---------------------------------------

         The consolidated financial statements of the Company and notes thereto,
         presented elsewhere herein, have been prepared in accordance with GAAP,
         which  require the  measurement  of financial  position  and  operating
         results in terms of historical  dollars without  considering the change
         in the relative  purchasing  power of money over time due to inflation.
         The impact of  inflation  is  reflected  in the  increased  cost of the
         Company's operations.  Unlike most industrial companies, nearly all the
         assets and  liabilities  of the  Company  are  financial.  As a result,
         interest rates have a greater impact on the Company's  performance than
         do the effects of general  levels of inflation.  Interest  rates do not
         necessarily  move in the same  direction  or to the same  extent as the
         prices of goods and services.

         Additional Key Operating Ratios
         -------------------------------
<TABLE>
<CAPTION>
                                                      For the                For the
                                                 Three Months Ended    Nine Months Ended
                                                   September 30,        September 30,
                                                   -------------        -------------
                                                  1999(1)    1998(1)    1999(1)    1998(1)
<S>                                              <C>        <C>        <C>        <C>
Return on average assets ...................       .95%       .88%      1.01%       .72%
Return on average equity ...................      6.58%      5.30%      6.12%      5.61%
Yield on average interest-earning assets ...      6.95%      6.79%      6.89%      7.03%
Cost of average interest-bearing liabilities      4.53%      4.53%      4.44%      4.42%
Interest rate spread (2) ...................      2.42%      2.26%      2.45%      2.61%
Net interest margin ........................      2.93%      3.36%      2.99%      3.29%
</TABLE>

<TABLE>
<CAPTION>
                                               At September 30, 1999   At September 30, 1998
                                               ---------------------   ---------------------
<S>                                                  <C>                       <C>
         Tangible book value per share                $10.00                    $11.22
</TABLE>

(1)  The ratios for the three and nine month periods are annualized.
(2)  Interest rate spread represents the difference between the average yield on
     interest-earning   assets  and  the   average   cost  of   interest-bearing
     liabilities.

         Year 2000
         ---------

         The following  discussion of the  implications of the year 2000 problem
         for the Company contains numerous  forward-looking  statements based on
         inherently uncertain information.  The cost of the project and the date
         on  which  the  Company  plans  to  complete  the  internal  Year  2000
         modifications  are  based on  management's  best  estimates,  which are
         derived  utilizing a number of assumptions  of future events  including
         the continued  availability of internal and external  resources,  third
         party modifications and other factors.  Those factors include,  but are
         not limited to, uncertainties in the cost of hardware and software, the
         availability  and cost of  programmers  and  other  systems  personnel,
         inaccurate   or  incomplete   execution  of  the  phases,   ineffective
         remediation  of  computer  code,  the   unpredictability   of  consumer
         behavior,  and whether our customers,  vendors,  competitors  and other
         third parties effectively address the Year 2000 issues.  However, there
         can be no guarantee that these  statements  will be achieved and actual
         results could differ. Moreover, although management believes it will be
         able to make the necessary  modifications  in advance,  there can be no
         guarantee  that failure to modify the systems would not have a material
         adverse effect on the Bank or the Company.

         Year 2000 issues  expose the  Company to a number of risks,  any one of
         which,  if  realized  could  have  a  material  adverse  effect  on its
         business,  results of  operations or financial  condition.  These risks
         include the  possibility  that, to the extent  certain  vendors fail to
         adequately address Year 2000 issues, the Company may suffer disruptions
         in important services on which we depend,  such as  telecommunications,
         electrical power and data processing. Year 2000 issues could affect the
         Company's liquidity if customer withdrawals in anticipation of the Year
         2000 are greater than expected or if the  Company's  lenders are unable
         to provide  funds when and as needed by the  Company.  Year 2000 issues
         also  create  additional  credit  risk to the  Company  insofar  as the
         failure of the  Company's  customers and  counterparties  to adequately
         address  Year 2000 issues  could  increase  the  likelihood  that these
         customers  and  counterparties  become  delinquent  or default on their
         obligations to the Company. In addition to increasing our risk exposure
         to problem loans,  credit  losses,  and liquidity  problems,  Year 2000
         issues expose the Company to increased  risk of  litigation  losses and
         expenses relating to the foregoing.

         The Company currently has a Y2K Action Plan and Y2K Committee in place.
         As  recommended  by the Federal  Financial  Institutions  Examination's
         Council,   the  Plan  encompasses  the  following  phases:   Awareness,
         Assessment,  Renovation,  Validation, and Implementation.  These phases
         will  enable the  Company to identify  risks,  develop an action  plan,
         perform adequate testing and complete certification that its processing
         systems will be Year 2000 ready.  Execution of the Plan is currently on
         target.

                                       12
<PAGE>

         The Company has completed the  Renovation  Phase,  which included among
         other things,  changing the  information  processing  system,  the most
         essential  system to the Bank. The  information  processing  system was
         purchased from Open Solutions Incorporated,  Glastonbury,  Connecticut.
         The system has been  certified by its vendor as Year 2000 compliant and
         is  supported  by  a  contracted  agreement  that  states  the  system,
         including the software, will be Year 2000 compliant prior to January 1,
         2000. The total cost of the system was approximately  $1.2 million with
         additional  annual cost of  approximately  $344,000  for  depreciation,
         software  cost,  and  maintenance.  During the  Renovation  Phase,  the
         Company contacted all other material vendors,  and suppliers  regarding
         their Year 2000 state of readiness. No contracts, written assurance, or
         oral assurances with the Company's material vendors, systems providers,
         and  suppliers  include  any type of remedy or  penalty  for  breach of
         contract  in the  event  that any of these  parties  are not Year  2000
         compliant.

         The  Year  2000  issues  also  may  affect   certain  bank   customers,
         particularly  commercial  credit  customers.  At December 31, 1998, the
         Company had contacted  the majority of its  commercial  loan  customers
         regarding  their  awareness  of the  Year  2000  issue.  Subsequent  to
         December 31, 1998 the Company  implemented as part of its  underwriting
         guidelines,  a process of  obtaining  documentation  from the  borrower
         addressing  customer Y2K  compliance.  While no assurance  can be given
         that the customers will be Year 2000  compliant,  management  believes,
         based on  representation of such customers and their response to a Year
         2000 ("Y2K") questionnaire  provided by the Company, that the customers
         are either  addressing  the Y2K issues to insure  compliance,  or  that
         they are not faced with  material  Y2K  issues.  In  substantially  all
         cases, the credit extended to such borrowers  is collateralized by real
         estate, which inherently minimizes the Company's  exposure in the event
         that  such  borrowers  do  experience   problems   becoming  Year  2000
         compliant.

         As a practical  matter,  individual  mortgage  loan,  consumer loan and
         smaller  commercial  loan customers were not contacted  regarding their
         Y2K  readiness.  It was  deemed to be beyond  the scope of our  testing
         parameters to contact these borrowers.  Further,  most  of  these   are
         individuals with adequate collateral for their loans.

         The  Company  has  contacted  material  customers  and  non-information
         technology  suppliers  (i.e.  utility  systems,  telephone  systems and
         security  systems  regarding  their Year 2000 state of  readiness.  The
         Company is unable to test the Year 2000  readiness  of its  significant
         suppliers  or  utilities  and  is  relying  on the  utility  companies'
         internal testing and  representations  to provide the required services
         that drive the  Company's  data systems.  Any  prolonged  disruption in
         utility service could disrupt the ability of the Company to service its
         customers on a timely basis.

         If the Plan fails to significantly  address the Year 2000 issues of the
         Company, the following, among other things, could negatively affect the
         Company:

          (a)  Utility service  companies may be unable to provide the necessary
               service to drive our data systems or provide sufficient  sanitary
               conditions for our offices;
          (b)  Our primary software  provider could have a major  malfunction in
               its system or their service could be disrupted due to its utility
               providers, or some combination of the two; and
          (c)  The Company may have to transact its business manually.

         The Company will attempt to monitor these  uncertainties  by continuing
         to request an update on all critical and important  vendors  throughout
         the remainder of 1999. If the Company identifies any concern related to
         any  critical  or  important  vendor,  the  contingency  plans  will be
         implemented  immediately to assure  continued  service to the Company's
         customers.

         The Company has completed Phase 4,  Validation,  which involved testing
         of all mission critical  systems.  The Company has also completed Phase
         5, the Implementation  Phase, which was to certify that systems are Y2K
         ready, and assure that any new systems are compliant on a going-forward
         basis.  No  assurance  can be given that the Y2K  Project  Plan will be
         completed  successfully  by the year 2000,  in which  event the Company
         could incur significant costs.

         If the  provider  of the  information  processing  system  is unable to
         resolve  a  potential   problem  in  time,  the  Company  would  likely
         experience  significant data processing delays,  mistakes, or failures.
         These delays,  mistakes,  or failures could have a significant  adverse
         impact on the financial statement of the Company.

         Monitoring  and  managing  the Y2K project  will  result in  additional
         direct  and  indirect  costs  to  the  Company.  Direct  costs  include
         potential   charges  by  third  party  software   vendors  for  product
         enhancements,  costs  involved  in testing  software  products  for Y2K
         compliance,  and any resulting  costs for developing  and  implementing
         contingency   plans  for  critical  software  products  which  are  not
         enhanced.  Indirect costs will principally  consist of the time devoted
         by existing  employees in managing  software vendor  progress,  testing
         enhanced software products,  and implementing any necessary contingency
         plans.   The Company does not expect  direct costs to be material  over
         the next quarter.

                                       13
<PAGE>

         The  Company  has  developed  its  own  Y2K  business   resumption  and
         contingency  plan concerning  specific  software and hardware  failures
         addressing  operational plans for continuing  operation for all mission
         critical systems and core business  processes.  The Y2K Action Plan and
         the Business Resumption and Contingency Plan will be reviewed weekly to
         ensure the reasonableness of the plans.

         The  Y2K  committee   submits  monthly  status  reports  regarding  the
         Company's  year 2000 events to the board of directors.  The Company has
         also developed a customer  awareness  program.  This program focuses on
         educating  customers  about Y2K to increase  their level of  confidence
         within the banking  industry and to reduce the  likelihood  of dramatic
         changes in customer  behavior during the rollover  period.  The Company
         has been  proactive in keeping  customers  informed about our Year 2000
         efforts  through a customer  awareness  program.  Brochures and letters
         explaining  the Y2K challenge  have been mailed to customers and office
         staff has been trained to answer customer questions about Y2K. With the
         help of  independent  consultants  and the  Company's  regulators,  the
         Company has worked hard to ensure that every  possible  Year 2000 issue
         has been  addressed.  Backup plans have been developed and systems have
         been tested.  The Company is also  monitoring the Y2K activities of its
         vendors,  such as the ATM network,  Direct Deposit Processors and Funds
         Management  System.  In addition,  information  about the Company's Y2K
         efforts has been and will continue to be communicated to customers.

         Despite the best efforts of management to address this issue,  the vast
         number of  external  entities  that have direct and  indirect  business
         relationships with the Company, such as utilities,  customers, vendors,
         payment system  providers and other  financial  institutions,  makes it
         impossible  to assure  that a failure to achieve  compliance  by one or
         more of these  entities  would not have material  adverse impact on the
         operations of the Company.

         Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------

         The goal of the Company's  asset/liability policy is to manage interest
         rate risk so as to maximize net  interest  income over time in changing
         interest  rate  environments.  Management  monitors the  Company's  net
         interest spreads (the difference  between yields received on assets and
         rates  paid  on  liabilities)  and,  although   constrained  by  market
         conditions, economic conditions, and prudent underwriting standards, it
         offers  deposit  rates and loan  rates in an attempt  to  maximize  net
         interest income.  Management also attempts to fund the Company's assets
         with  liabilities  of a  comparable  duration to minimize the impact of
         changing interest rates on the Company's net interest income. Since the
         relative spread between  financial assets and liabilities is constantly
         changing,  the  Company's  current  net  interest  income may not be an
         indication of future net interest income.

         The Company  constantly  monitors its deposits in an effort to decrease
         their interest rate sensitivity.  Rates of interest paid on deposits at
         the Company  are priced  competitively  in order to meet the  Company's
         asset/liability  management  objectives and spread requirements.  As of
         September 30, 1999, the Company's savings  accounts,  checking accounts
         and money market  deposit  accounts  totaled $128.4 million or 46.0% of
         its  total  deposits.   The  Company  believes,   based  on  historical
         experience,  that a  substantial  portion  of such  accounts  represent
         non-interest rate sensitive core deposits.

         The  Company's  Board of Directors is  responsible  for  reviewing  and
         approving the asset and liability policy.  The Board meets quarterly to
         review interest rate risk and trends,  as well as liquidity and capital
         ratio  requirements.   The  Company's  management  is  responsible  for
         administering  the policy and  determinations of the Board of Directors
         with respect to the Company's asset and liability goals and strategies.
         Management  expects that the Company's  asset and liability  policy and
         risk strategies will continue as described above so long as competitive
         and  regulatory  conditions in the financial  institution  industry and
         market interest rates continue as they have in recent years.

                                       14
<PAGE>

                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES

                                     PART II


         ITEM 1.  LEGAL PROCEEDINGS

                  Neither  the  Company  nor the Bank was  engaged  in any legal
                  proceeding of a material  nature at September  30, 1999.  From
                  time  to  time,  the  Company  is a  party  to  routine  legal
                  proceedings in the ordinary course of business, such as claims
                  to enforce  liens,  condemnation  proceeding  on properties in
                  which the Company holds security  interest,  claims  involving
                  the making and  servicing of real  property  loans,  and other
                  issues incident to the business of the Company.  There were no
                  lawsuits  pending  or known  to be  contemplated  against  the
                  Company  at  September  30,  1999 that  would  have a material
                  effect on the operations or income of the Company or the Bank,
                  taken as a whole.

         ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

                  Not applicable

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                  Not applicable

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  On July 21,  1999 a special  meeting  of  stockholders  of the
                  Company was held to consider  and act upon the approval of the
                  Thistle  Group  Holdings,  Co. 1999 Stock  Option Plan and the
                  approval of the Roxborough Manayunk Bank 1999 Restricted Stock
                  Plan.  With  respect  to these  matters  the  results  were as
                  follows:

       Approval of the Thistle Group Holdings, Co. 1999 Stock Option Plan

       3,692,375 (For)   849,638 (Against)   41,748 (Abstain) 169,667 (Non-Vote)
       ---------------   -------             ------           -------

       Approval of the Roxborough Manayunk Bank 1999 Restricted Stock Plan

       4,069,753 (For)   642,900 (Against)   40,775 (Abstain)
       ---------------   -------             ------


         ITEM 5.  OTHER INFORMATION

                  On July 27,  1999,  the  Board of  directors  of the  Company,
                  pursuant to the Company's Articles of Incorporation, nominated
                  and elected James C. Hellauer to fill the vacancy on the Board
                  caused by the death of Patrick T. Ryan.
                  Mr. Hellauer will serve Mr. Ryan's remaining term.

                  On September  13, 1999,  the Board of Directors of the Company
                  declared  a  dividend  distribution  of  one  Preferred  Share
                  Purchase Right on each outstanding  share of common stock, par
                  value $.01 per share. The Rights will be exercisable only if a
                  person or group  acquires 15% or more of the Company's  common
                  stock or  announces a tender offer the  consummation  of which
                  would  result in ownership by a person or group of 15% or more
                  of the common  stock.  The Rights are  intended  to enable the
                  Company's stockholders to realize the long-term value of their
                  investment  in the Company and are designed to assure that all
                  of Thistle Group Holdings, Co.'s stockholders receive fair and
                  equal  treatment in the event of any proposed  takeover of the
                  Company.  They  will  not  prevent  a  takeover,   but  should
                  encourage  anyone  seeking to acquire the Company to negotiate
                  with the Board prior to attempting a takeover.

                  On  October  13,  1999 the  Company  applied  to the Office of
                  Thrift  Supervision for permission to purchase up to 5% of its
                  outstanding stock.

                                       15
<PAGE>

              ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
              (a) The following Exhibits are filed as part of this report:
               <S>     <C>
                   3.1    Articles of Incorporation *
                   3.2    Bylaws *
                   4.1    Shareholder Rights Plan **
                  10.1    1992 Stock Option Plan of Roxborough-Manayunk Bank *
                  10.2    1992 Management Stock Bonus Plan of Roxborough-Manayunk Bank *
                  10.3    1994 Stock Option Plan of Roxborough-Manayunk Bank *
                  10.4    1994 Management Stock Bonus Plan of Roxborough-Manayunk Bank *
                  10.5    Employment   Agreement   with  Jerry  Naessens  *
                  10.6    Employment  Agreement  with  John F.  McGill,  Jr. *
                  10.7    1999 Stock Option Plan ***
                  10.8    1999  Restricted  Stock Plan ***
                  19.1    Letter to Shareholders describing Shareholder Rights Plan **
                  20      Dividend Reinvestment Plan ****
                  27      Financial Data Schedule (electronic filing only)

                  *    Incorporated by reference to the  Registrant's  Form S-1
                       Registration  Statement No. 333-48749 first filed with
                       the commission on March 26, 1998.

                  **   Incorporated by reference to the Registrant's
                       Form 8-A filed September 30, 1999.

                  ***  Incorporated by reference to the Registrant's Schedule 14A
                       filed June 21, 1999.

                  **** Incorporated by reference to the  Registrant's Form 10Q/A
                       filed on May 12, 1999.

(b)      Reports on Form 8-K

                  On September  13, 1999 the Company  filed a current  report on
                  Form 8-K with the commission  announcing that it had adopted a
                  Shareholder Rights Plan.

</TABLE>


                                       16
<PAGE>

                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES

                                   SIGNATURES

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

                           THISTLE GROUP HOLDINGS, CO.



  Date: November 11, 1999  By:          /s/ John F. McGill, Jr
                                        ----------------------
                                        John F. McGill, Jr.
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)




  Date: November 11 , 1999  By:         /s/Jerry Naessens
                                        -----------------
                                        Jerry Naessens
                                        Chief Financial Officer
                                          (Principal Financial Officer)


                                       17