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 March 31, 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 May  7 , 1999


           Class                                         Outstanding        
--------------------------------------------------------------------------------
$.10 par value common stock                            7,954,218 shares



<PAGE>


                           THISTLE GROUP HOLDINGS, CO.
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 1999
                                      INDEX


                                                                         Page
                                                                         Number
         PART 1 - UNAUDITED CONSOLIDATED FINANCIAL INFORMATION OF
                           THISTLE GROUP HOLDINGS, CO.
         Item 1.  Financial Statements and Notes Thereto................   1
         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations...................   7
         Item 3.  Quantitative and Qualitative Disclosures About
                  Market Risk...........................................  12
         PART II - OTHER INFORMATION
         Item 1.  Legal Proceedings.....................................  13
         Item 2.  Changes in Securities.................................  13
         Item 3.  Defaults upon Senior Securities.......................  13
         Item 4.  Submission of Matters to a Vote of Security Holders...  13
         Item 5.  Other Information.....................................  13
         Item 6.  Exhibits and Reports on Form 8-K......................  13

         SIGNATURES



<PAGE>


                           THISTLE GROUP HOLDINGS, CO.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                  March 31,   December 31,
                                                                                    1999        1998
                                                                                (Unaudited)
<S>                                                                            <C>         <C>     
         ASSETS
         Cash on hand and in banks..............................................  $ 2,526     $ 2,522
         Interest-bearing deposits..............................................   18,242      23,614
                                                                                   ------     -------
                  Total cash and cash equivalents...............................   20,768      26,136
         Investments held to maturity (approximate fair
                  value of $53,958).............................................       --      54,129
         Investments available for sale at fair value                           
                  (amortized cost of $98,117 and $20,133).......................   97,444      20,274
         Mortgage-backed securities available for sale                          
                  at fair value (amortized cost of $220,078 and $228,574).......  220,878     229,883
         Loans receivable (net of allowance for loan losses of
                  $1,061 and $1,036)............................................  133,062     133,908
         Loans held for sale....................................................    2,744       2,558
         Accrued interest receivable............................................    3,329       3,265
         Federal Home Loan Bank stock - at cost ................................    6,344       5,344
         Real estate acquired through foreclosure - net ........................      104          82
         Office properties and equipment - net .................................    2,424       2,487
         Cash surrender value of life insurance.................................   10,933      10,810
         Prepaid expenses and other assets .....................................    1,598       3,163
         Deferred income taxes..................................................      216          --
                  TOTAL ASSETS.................................................. $499,844    $492,039
                                                                                =========   =========

         LIABILITIES AND STOCKHOLDERS' EQUITY
         Liabilities:
                  Deposits...................................................... $276,571    $276,390
                  Accrued interest payable......................................      558         469
                  Advances from borrowers for taxes and insurance...............    1,187       2,229
                  FHLB advances.................................................  126,884     106,884
                  Account payable and accrued expenses..........................    3,755       3,465
                  Dividends payable ............................................      401         450
                  Accrued income taxes .........................................      859       1,476
                  Deferred income taxes.........................................       --         447
                           TOTAL LIABILITIES ................................... 410,215      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; 8,024,018 outstanding  
                  March 31, 1999 and8,999,989 outstanding December 31, 1998.....     900          900
                  Additional paid-in capital....................................  93,718       94,616
                  Employee Stock Ownership Plan ................................  (5,971)      (6,075)
                  Treasury stock at cost, 975,971 shares at March 31, 1999......  (9,730)          --
                  Accumulated other comprehensive income .......................      78          957
                  Retained earnings - partially restricted .....................  10,634        9,831
                                                                                --------     --------
                           Total stockholders' equity ..........................  89,629      100,229
                                                                                --------     --------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............................$499,844     $492,039
                                                                                ========     ========

</TABLE>

         See notes to unaudited consolidated financial statements.



                                        1

<PAGE>



                           THISTLE GROUP HOLDINGS, CO.
                        CONSOLIDATED STATEMENTS OF INCOME
                                 (IN THOUSANDS)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                            For the Three Months
                                                              Ended March 31,
                                                              1999         1998
<S>                                                        <C>          <C>   
     INTEREST INCOME:
        Interest on loans                                    $2,749       $2,092
        Interest on mortgage-backed securities                3,414        1,862
        Interest and dividends on investments                 1,607          873
                                                             ------       ------

               Total interest income                          7,770        4,827
                                                             ------       ------

     INTEREST EXPENSE:
        Interest on deposits                                  2,853        2,511
        Interest on borrowed money                            1,447          116
                                                             ------       ------

               Total interest expense                         4,300        2,627
                                                             ------       ------

     NET INTEREST INCOME                                      3,470        2,200
        PROVISION FOR LOAN LOSSES                                30           15
                                                             ------       ------

     NET INTEREST INCOME AFTER PROVISION
     FOR LOAN LOSSES                                          3,440        2,185
                                                             ------       ------
     OTHER INCOME:
        Service charges and other fees                           99          111
        Gain on sale of investments                               2           --
        Rental income                                            47           11
                                                                 --           --

               Total other income                               148          122
                                                             ------       ------

     OTHER EXPENSES:
        Salaries and employee benefits                        1,015          915
        Occupancy and equipment                                 265          227
        Federal insurance premium                                42           36
        Professional fees                                       119           72
        Advertising and promotion                                29           38
        Other                                                   451          356
                                                             ------       ------

               Total other expenses                           1,921        1,644
                                                             ------       ------

     INCOME BEFORE INCOME TAXES                               1,667          663
                                                             ------       ------

     INCOME TAXES                                               462          243
                                                             ------       ------

     NET INCOME                                              $1,205         $420
                                                            =======       ======

     BASIC EARNINGS PER SHARE                                 $0.16          N/A

     DILUTED EARNINGS PER SHARE                               $0.15          N/A

     WEIGHTED AVERAGE SHARES
        OUTSTANDING - BASIC                               7,690,169          N/A
                                                          
     WEIGHTED AVERAGE SHARES
        OUTSTANDING - DILUTED                             7,857,438          N/A
                                                           
</TABLE>

     See notes to unaudited consolidated financial statements.


                                        2



<PAGE>


                           THISTLE GROUP HOLDINGS, CO.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                           For the Three Months
                                                              Ended March 31
                                                              --------------
                                                              1999       1998
                                                              ----       ----
<S>                                                      <C>          <C> 
OPERATING ACTIVITIES:                                   
Net income                                                  $1,205       $420
Adjustments to reconcile income to net cash provided
   by operating activities:
   Provision for loan loss                                      30         15
   Depreciation                                                105         57
   Amortization of stock benefit plans                         109         --
Amortization of net premiums (discounts) on:
   Loans purchased                                              38         15
   Investments                                                (386)      (216)
   Mortgage-backed securities                                  399         20
Gain on sale of investments                                     (2)        --
Decrease in other assets                                     1,162        877
Decrease in other liabilities                                 (287)    (2,986)
                                                            ------    -------
Net cash provided by (used in) operating activities          2,373     (1,798)
                                                            ------    ------- 

INVESTING ACTIVITIES:
Principal collected on:
   Mortgage-backed securities                               18,085      6,954
   Loans                                                     8,737      5,845
Loans originated                                            (6,527)    (6,257)
Loans acquired                                              (1,650)      (324)
Purchases of:
    Investments                                            (26,979)    (1,691)
    Mortgage-backed securities                              (9,990)    (3,448)
    Office properties and equipment                            (42)       (52)
    FHLB Stock                                              (1,000)        --
Proceeds from sale of investments                            3,011         --
Maturities and calls of investments                            500      3,000
                                                          --------   --------
Net cash (used in) provided by investing activities        (15,855)     4,027
                                                          --------   --------
FINANCING ACTIVITIES:
Net  increase in deposits                                      181      7,671
Net decrease in advances from borrowers for
   taxes and insurance                                      (1,042)    (1,038)
Net increase in FHLB borrowings                             20,000         --
Purchase of treasury stock                                 (10,837)        --
Net proceeds from exercise of stock options                    214         --
Cash dividends                                                (402)       (41)
                                                          --------   --------     
Net cash  provided by financing activities                   8,114      6,592
                                                          --------   --------
Net (decrease) increase in cash and cash equivalents        (5,368)     8,821
Cash and cash equivalents, beginning of period              26,136     20,151
                                                          --------   --------
Cash and cash equivalents, end of period                   $20,768    $28,972
                                                          ========   ========
SUPPLEMENTAL DISCLOSURES
Interest paid on deposits and funds borrowed                $4,211     $2,623
Income taxes paid                                               46        257
Noncash transfers from loans to real estate owned               27        108
Noncash transfer of  investments held to maturity to 
investments available for sale                              54,129         --


</TABLE>

See notes to unaudited consolidated financial statements


                                        3
<PAGE>

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

NOTE 1 - PRINCIPLES OF CONSOLDIATION

     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"),  and its subsidiary, the Bank, which was organized in
     March of 1998. 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
     period ended March 31, 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 March 31, 1999,  31,425 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.  The Company
     recorded  compensation  expense  related to the ESOP of $95 for the quarter
     March 31, 1999.

NOTE 5 - LOANS RECEIVABLE

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

                                                      March 31,  December 31, 
                                                        1999        1998   
                                                      ---------  -----------   
     Mortgage loans:                               
              1-4 family residential                  $106,974    $108,585
              Other dwelling units                      18,472      17,542
     Home equity lines of credit
              and improvement loans                      8,220       8,273
     Commercial nonmortgage loans                          670         269
     Construction loans                                    355         868
     Loans on savings accounts                             241         218
     Consumer loans                                        126         126
                                                       -------     -------

              Total Loans                              135,058     135,881
                                                       -------     -------
     Plus: unamortized premiums                            353         374
     Less:
              Net discounts on loans purchased             (35)        (30)
              Deferred  loan fees                       (1,253)     (1,281)
              Allowance for loan losses                 (1,061)     (1,036)
                                                      --------    --------

     Total                                            $133,062    $133,908
                                                      ========    ========
 
NOTE 6 - DEPOSITS

     The major types of deposits by amounts and percentages were as follows:

                                       March 31, 1999      December 31, 1998
                                     Amount  % of  Total  Amount   % of Total

     NOW accounts and
        transaction checking        $18,708      6.8%   $18,142      6.6%
     Money Market Demand accounts    15,239      5.5%     13,857     5.0%
     Passbook accounts              100,575     36.4%    100,627     36.4%
     Certificate accounts           142,049     51.3%    143,764     52.0%
                                    -------    ------    -------   -------
     Total                         $276,571    100.0%   $276,390    100.0% 
                                   ========    ======   ========   =======



                                        5


<PAGE>

NOTE 7 - 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 8 - COMPREHENSIVE INCOME

     Effective  January 1, 1998,  the Company  adopted  Statement  of  Financial
     Accounting  Standards  (SFAS) No. 130,  "Reporting  Comprehensive  Income."
     Statement  No.  130  requires  the  reporting  of  comprehensive  income in
     addition  to net income  from  operations.  Comprehensive  income is a more
     inclusive  financial  reporting  methodology  that  includes  disclosure of
     certain financial  information that historically has not been recognized in
     the calculation of net income. As required, the provisions of Statement No.
     130 have been retroactively applied to previously reported periods. For the
     three months ended March 31, 1999 and March 31, 1998, the Company  reported
     other comprehensive income of $328 and $873,  respectively.  Such increased
     income  consisted of unrealized  gains, net of taxes, on available for sale
     securities  and a  reclassification  adjustment  for gains  included in net
     income for the quarter ended March 31, 1999.

NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     "Accounting for Derivative Instruments and Hedging Activities". The Company
     adopted this statement 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 will 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 10 - DIVIDENDS

     On March 18, 1999 the Company declared a dividend of $.05 per share payable
     April 15, 1999 to stockholders of record March 31, 1999.



                                        6

<PAGE>


                           THISTLE GROUP HOLDINGS, CO.
                     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, 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 provided
     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
     months  ended  March 31, 1999 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 $499.8  million  as of March 31,  1999,
     representing an increase of $7.8 million from the balance of $492.0 million
     as of December 31, 1998.  The increase was due to 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 which was
     announced by the Company on January 15, 1999. The Company received approval
     from the Office of Thrift Supervision to repurchase up to 15 percent of the
     outstanding  common  stock  of  the  Company,   equating  to  approximately
     1,349,998 shares.

     Cash and cash equivalents  decreased $5.3 million or 21% from $26.1 million
     at December 31, 1998 to $20.8  million at March 31, 1999  primarily  due to
     the repurchase of stock.

     Investments increased $23.0 million from $74.4 million at December 31, 1998
     to $97.4 million at March 31, 1999  primarily due to the purchases of $27.0
     million offset by sales of $3.0 million and maturities of $500,000.

     Mortgage-backed  securities decreased $9.0 million from $229.9 to $220.9 at
     March 31, 1999. This decrease was the result of $18.0 million in repayments
     offset by a $10.0 million  mortgage-backed  security purchase in connection
     with a leverage transaction funded with a $10.0 million FHLB advance.

     Loans  decreased  $846,000 or less than $1% from $133.9 million at December
     31, 1998 to $133.0 million at March 31, 1999.  This decrease was the result
     of $6.5  million  of  originations  and $1.6 in loan  purchases,  offset by
     principal repayments of $8.7 million.


                                        7

<PAGE>

     Deposits increased $181,000 or less than 1% from $276.4 million at December
     31, 1998 to $276.6  million at March 31, 1999.  NOW  accounts,  transaction
     checking  and  money  market   accounts   increased   $1.9  million   while
     certificates of deposit decreased $1.7 million.

     FHLB  advances  increased  $20 million from $106.9  million at December 31,
     1998 to $126.9  million at March 31, 1999 as part of a continuing  leverage
     strategy.   The  additional   borrowings  include  a  $10.0  million  4.62%
     convertible  advance with  scheduled  maturity of 2009 and a $10.0  million
     open REPO with initial rate of 5.01%.

     Total  stockholders'  equity decreased $10.6 million from $100.2 million at
     December 31, 1998 to $89.6  million at March 31, 1999  primarily due to the
     stock  repurchase.  $1.1 million shares were repurchased at an average cost
     of $9.97 a share.

     Non-performing Assets

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

                                             At                At
                                        March 31, 1999   December 31, 1998
                                   --------------------- ----------------------
                                                (in Thousands)
Total non-performing loans.........            $483            $393
Real estate owned..................             104              82
                                                ---          ------

Total non-performing assets........            $587            $475
                                               ====            ====

Total non-performing loans to
total loans........................             .36%            .28%

Total non-performing assets to
total assets.......................             .12%            .09%

Allowance for loan loss............          $1,061          $1,036

Allowance for loan losses as a percentage
of total non-performing assets.....             181%            218%

Allowance for loan losses as a percentage
of total non-performing loans......             220%            264%

Allowance for loan losses as a percentage
of total average loans.............             .79%            .94%


     Comparison of Earnings for the Three Months Ended March 31, 1999 and 1998
     -------------------------------------------------------------------------

     Net Income.  Net income for the three months ended March 31, 1999 increased
     $785,000  or 187% over the same period in 1998.  The  increase is due to an
     increase  in net  interest  income of $1.3  million  offset  somewhat by an
     increase of 277,000 in non-interest expense.

     Total Interest  Income.  Interest income increased $2.9 million or 61%, for
     the three months ended March 31, 1999, compared to the same period in 1998.
     The  increase  was due to an  increase  of $202.0  million  in the  average
     balance of  interest-earning  assets  offset by a decrease  in the  average
     yield of 60 basis  points.  The  increase  in average  balances  was due to
     deployment of proceeds from the stock offering and the purchase of interest
     earning assets in connection with leverage transactions.

     Total Interest Expense.  Interest expense increased $1.7 million or 64% for
     the three months ended March 31, 1999, compared to the same period in 1998.
     The  increase  was  primarily  due to an increase of $151.0  million in the
     average  balance  of  interest-bearing  liabilities  offset  slightly  by a
     decrease of 4 basis  points in the average  cost of funds.  The increase in
     the average balance was due to an increase of $109.0 million in the average
     balance of  borrowings  in connection  with  leverage  transactions  and an
     increase  of $42.0  million in the average  balance of  deposits  primarily
     certificate accounts.



                                        8
<PAGE>

     Net Interest Income.  Net interest income increased $1.3 million or 58% for
     the three months ended March 31, 1999, due to the reasons  discussed above.
     The net interest spread, the difference between the average rate earned and
     the  average  rate  paid,  decreased  by 74 basis  points  to 2.24% for the
     quarter ended March 31, 1999 from 2.98% for the same period in 1998.

     Provision  for Losses on Loans.  The  provision for losses on loans for the
     three months ended March 31, 1999 totaled $30,000,  compared to $15,000 for
     the same period 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.  Other  income for the three  months  ended  March 31,  1999
     increased $27,000 as compared to the quarter ended March 31, 1998 due to an
     increase in rental income on properties owned.

     Other  Expenses.  Other  expenses  increased  $277,000 for the three months
     ended March 31, 1999 as compared to the same period in 1998.  Salaries  and
     employee benefits  increased  $100,000 due to normal salary increases,  the
     addition  of  personnel  and the  expense  related  to the  employee  stock
     ownership plan in the Conversion, somewhat offset by the decrease in profit
     sharing expenses which was suspended in July 1998.  Occupancy and equipment
     increased  $39,000  due to  additional  depreciation  for the new  computer
     system purchased in August 1998. Professional fees increased $47,000 due to
     increased legal and accounting fees associated with being a listed company.
     Other increased $95,000 due mainly to expenses related to annual report and
     proxy production,  exchange fees, and other  miscellaneous costs associated
     with being a listed company.

     Income Tax Expense. Income tax expense for the three months ended March 31,
     1999 increased due to the increase in earnings.

     Liquidity and Capital Resources

     On March 31, 1999,  the Bank was in  compliance  with its three  regulatory
     capital requirements as follows:

                                        Amount               Percent
                                        ------               -------
                                               (in Thousands)
 Tangible capital.....................  $61,281               12.85%
 Tangible capital requirement.........    7,155                1.50%
                                          -----               -----
 Excess over requirement..............  $54,126               11.35%
                                         ======               =====
 Core capital.........................  $61,281               12.85%
 Core capital requirement.............   14,310                3.00%
                                         ------               -----
 Excess over requirement..............  $46,971                9.85%
                                         ======               =====
 Risk based capital...................  $62,342               45.75%
 Risk based capital requirement.......   10,901                8.00%
                                         ------               -----
 Excess over requirement..............  $51,441               37.75%
                                         ======               =====

     The  Bank's  primary  sources,  of funds are  deposits  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.


                                        9

<PAGE>

     The  primary  investment  activity of the  Company is the  origination  and
     purchase  of  mortgage   loans,   mortgage-backed   securities   and  other
     investments.  During the three  months  ended March 31,  1999,  the Company
     originated  $ 6.5 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 $11.6 million  during the  three-month
     period ended March 31, 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 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 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
     March 31, 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 March 31, 1999, cash and
     cash equivalents totaled $20.8 million.

     The Bank  anticipates  that it will have sufficient funds available to meet
     its current commitments.  As of March 31, 1999, the Bank had $ 16.8 million
     in commitments to fund loans.  Certificates of deposit which were scheduled
     to mature in one year or less as of March 31, 1999 totaled $111.2  million.
     Management believes that a significant portion of such deposits will remain
     with the Bank.

     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.
     --------------------------------

                                                               For the
                                                         Three Months Ended
                                                              March 31,
                                                       --------------------
                                                       1999(1)      1998(1)
                                                       -------      -------
    Return on average assets....................          .98%         .60%
    Return on average equity....................         5.33%        6.04%
    Yield on average interest -earning assets...         6.61%        7.21%
    Cost of average interest-bearing liabilities         4.37%        4.41%
    Interest rate spread (2)....................         2.24%        2.98%
    Net interest margin.........................         2.95%        3.33%

                                                            At March 31,
                                                                1999
                                                            ------------
    Tangible book value per share...............               $11.17

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

(1)  The ratios for the three 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.


                                       10

<PAGE>
     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.  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.

     The  Company  currently  has a Year 2000  Project  Plan and Review  Team 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.

     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.  The
     Company is  currently  in the  process of  reviewing  those  responses.  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.  As of December  31,  1998,  the Company had
     contacted the majority of its commercial mortgage customers regarding their
     awareness of the Year 2000 issue.  While no assurance can be given that the
     customers  will by 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 Year 20000
     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.

     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; or

     (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 substantially completed Phase 4, Validation, which involves
     testing  of all  internal  systems  as well as testing  with  vendors.  The
     Validation   Phase  is  targeted   for   completion   in  June  1999.   The
     Implementation  Phase is to certify that systems are Year 2000 ready, along
     with  assurances  that any new systems  are  compliant  on a  going-forward
     basis.  The  Implementation  Phase is targeted for  completion by September
     1999.  No  assurance  can be given that the year 2000  Project Plan will be
     completed  successfully  by the year 2000, in which event the Company could
     incur significant costs.
                                       11
<PAGE>

     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 Year 2000  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 Year 2000  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 three quarters.

     The Company is developing its own Year 2000  contingency  plans  concerning
     specific  software  and  hardware  issues  and a business  resumption  plan
     addressing  operational  plans for  continuing  operation for a substantial
     majority  of its mission  critical  hardware  and  software  functions  and
     programs.  These  plans  were  completed  in March of 1999.  The Year  2000
     Project Plan and Review Team will review substantially all mission critical
     test plans and  contingency  and  business  resumption  plans to ensure the
     reasonableness of the plans.

     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 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 March
     31, 1999,  the  Company's  savings  accounts,  checking  accounts and money
     market  deposit  accounts  totaled  $134.5  million  or 49%  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  policies.  The Board  meets  quarterly  to review
     interest rate risk and trends,  as well as liquidity and capital ratios and
     requirements. The Company's management is responsible for administering the
     policies 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  policies and 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.





                                       12

<PAGE>

                           THISTLE GROUP HOLDINGS, CO.

                                     PART II

ITEM 1. LEGAL PROCEEDINGS

     Neither the Company nor the Bank was engaged in any legal  proceeding  of a
     material  nature at March 31,  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 March 31, 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

     Not applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Not applicable

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

     On April 21, 1999,  the Annual Meeting of  stockholders  of the Company was
     held  to  elect  management's  nominees  for  director  and to  ratify  the
     appointment  of the  Company's  independent  auditors.  With respect to the
     election of directors, the results were as follows:

           Nominee                For                   Withheld
     -------------------   ------------------     -----------------
     John F. McGill, Jr.   6,057,418    97.1%     182,589      2.9%
     Patrick T. Ryan       6,058,438    97.1%     181,569      2.9%

     With respect to the  ratification of Deloitte & Touche LLP as the Company's
     independent certified accountants, the results were as follows:

     6,086,332 Votes for     132,833 Votes against and  20,841 Votes abstaining
     ---------               -------                    ------
           76.6%                   1.7%                      0.3%

ITEM 5. OTHER INFORMATION 

     None

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

     (a)  The following Exhibits are filed as part of this report:

          3.1  Articles of Incorporation *

          3.2  Bylaws *

          10.1 1992 Stock  Option Plan of  Roxborough-Manayunk  Federal  Savings
               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. *

          20   Dividend Reinvestment Plan

          27   Financial Data Schedule (electronic filing only)

     (b)  On  January  15,  1999,  the  Registrant  filed a Form  8-K  with  the
          Commission  announcing the adoption of a 15% stock repurchase program.

     *    Incorporated by reference to the  Registrant's  Form S-1  Registration
          Statement No. 333-48749

                                       13

<PAGE>




                   THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARY

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



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