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 June 30, 2000

                                       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 August 11, 2000


          Class                                                Outstanding
--------------------------------------------------------------------------------
  $.10 par value common stock                               7,415,161 shares

<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                                    FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 2000

                                      INDEX

                                                                          Page
                                                                         Number
                                                                         ------
PART 1 - UNAUDITED CONSOLIDATED FINANCIAL INFORMATION OF
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES

Item 1.  Financial Statements and Notes Thereto  .........................   3

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations..............................   9

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.......  13

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings................................................  14
Item 2.  Changes in Securities............................................  14
Item 3.  Defaults upon Senior Securities..................................  14
Item 4.  Submission of Matters to a Vote of Security Holders..............  14
Item 5.  Other Information................................................  14
Item 6.  Exhibits and Reports on Form 8-K.................................  14

SIGNATURES



<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                               June 30, 2000    Dec 31, 1999
                                                                                (unaudited)
                                                                                -----------    ------------
<S>                                                                           <C>              <C>
ASSETS
Cash on hand and in banks..............................................          $ 3,431          $ 19,494
Interest-bearing deposits..............................................           21,910            17,703
                                                                                --------          --------
         Total cash and cash equivalents...............................           25,341            37,197
Investments available for sale at fair value
         (amortized cost of $129,161 and $128,729).....................          117,381           115,463
Mortgage-backed securities available for sale at fair value
         (amortized cost of $215,321 and $211,304).....................          209,391           204,706
Trading Securities.....................................................           13,160                 -
Loans receivable (net of allowance for loan losses of
         $1,486 and $1,234)............................................          186,910           157,233
Loans held for sale....................................................            3,808             3,925
Accrued interest receivable............................................            4,010             3,692
Federal Home Loan Bank stock - at cost ................................            8,844             8,844
Real estate acquired through foreclosure - net ........................              116               104
Office properties and equipment - net .................................            2,966             2,853
Cash surrender value of life insurance.................................           11,883            11,590
Prepaid expenses and other assets .....................................            1,392             1,145
Deferred income taxes..................................................            7,332             8,007
                                                                                 -------           -------
         TOTAL ASSETS..................................................         $592,534          $554,759
                                                                                 =======           =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits ..............................................................         $318,314          $292,619
Accrued interest payable...............................................              860               835
Advances from borrowers for taxes and insurance........................            1,899             2,472
FHLB advances..........................................................          176,884           176,884
Accounts payable and accrued expenses..................................           11,063             3,790
Other borrowings.......................................................            7,060             3,000
Dividends payable .....................................................              445               467
Accrued income taxes ..................................................               15                32
                                                                                 -------           -------
         TOTAL LIABILITIES ............................................          516,540           480,099
                                                                                 -------           -------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, no par value - 10,000,000 shares authorized,
none issued in 2000 and 1999...........................................                -                 -
Common stock - $.10 par, 40,000,000 shares authorized, 8,999,989
issued in 2000 and  1999;  7,415,161 outstanding June 30, 2000
and 7,780,432 outstanding December 31, 1999............................              900               900
Additional paid-in capital.............................................           93,358            93,400
Common stock acquired by stock benefit plans ..........................           (7,727)           (8,199)
     Treasury stock at cost, 1,584,828 shares at June 30, 2000 and
      1,219,557 shares at December 31, 1999 ...........................          (14,296)          (11,787)
Accumulated other comprehensive loss ..................................          (11,687)          (13,108)
Retained earnings - partially restricted ..............................           15,446            13,454
                                                                                 -------           -------
         Total stockholders' equity ...................................           75,994            74,660
                                                                                 -------           -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............................         $592,534          $554,759
                                                                                 =======           =======
</TABLE>

See notes to unaudited consolidated financial statements.

                                       3
<PAGE>
Thistle Group Holdings, Co. and subsidiaries
     CONSOLIDATED STATEMENTS OF INCOME
             (IN THOUSANDS)
             (Unaudited)
<TABLE>
<CAPTION>
                                                                            For the Three Months            For the Six Months
                                                                               Ended June 30,                  Ended June 30,
                                                                         -------------------------     --------------------------
                                                                              2000            1999           2000           1999
INTEREST INCOME:
<S>                                                                   <C>            <C>            <C>            <C>
   Interest on loans .................................................   $     3,693    $     2,782    $     7,024    $     5,531
   Interest on mortgage-backed securities ............................         3,646          3,360          7,132          6,774
   Interest and dividends on investments .............................         2,735          2,169          5,465          3,776
                                                                         -----------    -----------    -----------    -----------
          Total interest income ......................................        10,074          8,311         19,621         16,081
                                                                         -----------    -----------    -----------    -----------
INTEREST EXPENSE:
   Interest on deposits ..............................................         3,618          2,864          6,902          5,717
   Interest on borrowed money ........................................         2,527          1,824          4,973          3,271
                                                                         -----------    -----------    -----------    -----------
          Total interest expense .....................................         6,145          4,688         11,875          8,988
                                                                         -----------    -----------    -----------    -----------
NET INTEREST INCOME ..................................................         3,929          3,623          7,746          7,093

PROVISION FOR LOAN LOSSES ............................................           120            120            240            150
                                                                         -----------    -----------    -----------    -----------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES ......................................................         3,809          3,503          7,506          6,943
                                                                         -----------    -----------    -----------    -----------
OTHER INCOME:
  Service charges and other fees .....................................           114            114            221            213
  (Loss) gain on sale of real estate owned ...........................            (9)             6            (34)             6
  Gain (loss)  on sale of mortgage-backed securities..................             -            (16)           173            (16)
  Gain on sale of loans ..............................................             -              -             23              -
  Gain on sale of investments ........................................           333            259            333            261
  Rental income ......................................................            44             37             73             84
  Trading revenues from brokerage operations .........................           114              -            114              -
  Miscellaneous other income .........................................            19              -             50              -
                                                                         -----------    -----------    -----------    -----------
          Total other income .........................................           615            400            953            548
                                                                         -----------    -----------    -----------    -----------
OTHER EXPENSES:
   Salaries and employee benefits ....................................         1,284          1,038          2,588          2,053
   Occupancy and equipment ...........................................           343            276            666            541
   Federal insurance premium .........................................            15             43             30             85
   Professional fees .................................................            91            155            177            274
   Advertising and promotion .........................................            70             56            161             85
   Other .............................................................           603            499          1,142            950
                                                                         -----------    -----------    -----------    -----------
          Total other expenses .......................................         2,406          2,067          4,764          3,988
                                                                         -----------    -----------    -----------    -----------
INCOME BEFORE INCOME TAXES ...........................................         2,018          1,836          3,695          3,503
                                                                         -----------    -----------    -----------    -----------
INCOME TAXES .........................................................           438            427            810            889
                                                                         -----------    -----------    -----------    -----------
NET INCOME ...........................................................   $     1,580    $     1,409    $     2,885    $     2,614
                                                                         ===========    ===========    ===========    ===========

BASIC EARNINGS PER SHARE .............................................          $.23           $.19           $.41           $.35
DILUTED EARNINGS PER SHARE ...........................................          $.23           $.19           $.41           $.35

WEIGHTED AVERAGE SHARES
   OUTSTANDING - BASIC ...............................................     6,877,771      7,314,902      6,974,481      7,483,232
WEIGHTED AVERAGE SHARES
   OUTSTANDING - DILUTED .............................................     6,909,325      7,410,652      7,005,967      7,610,123
</TABLE>

See notes to unaudited consolidated financial statements.

                                       4
<PAGE>

THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
   CONSOLIDATED STATEMENTS OF CASH FLOWS
            (IN THOUSANDS)
             (Unaudited)
                                                          For the Six Months
                                                             Ended June 30
                                                           2000         1999
                                                           ----         ----
OPERATING ACTIVITIES:
Net income ...........................................  $  2,885    $  2,614
Adjustments to reconcile income to net cash provided
   by operating activities:
   Provision for loan losses .........................       240         150
   Depreciation ......................................       294         211
   Amortization of stock benefit plans ...............       444         188
Amortization of net premiums (discounts) on:
   Loans purchased ...................................        21          38
   Investments .......................................      (669)       (645)
   Mortgage-backed securities ........................       439         817
Gain on sale of loans ................................       (23)          -
Gain on sale of investments ..........................      (333)       (261)
(Gain) loss on sale of mortgage-backed securities ....      (173)         16
Net increase in trading securities ...................   (13,160)          -
Loss (gain)  on sale of real estate owned ............        34          (6)
(Increase) decrease in other assets ..................      (738)        765
Increase (decrease) in other liabilities .............     7,216      (1,126)
                                                        --------    --------
Net cash (used in) provided by operating activities ..    (3,523)      2,761
                                                        --------    --------
INVESTING ACTIVITIES:
Principal collected on:
   Mortgage-backed securities ........................    10,013      31,639
   Loans .............................................    16,184      16,539
Loans originated .....................................   (35,704)    (20,090)
Loans acquired .......................................   (10,373)     (3,810)
Purchases of:
    Investments ......................................      (263)    (62,320)
    Mortgage-backed securities .......................   (31,914)    (39,285)
    Office properties and equipment ..................      (407)       (174)
    FHLB Stock .......................................      (149)     (2,500)
Proceeds from the sale of loans ......................        23           -
Proceeds from sale of investments ....................       833       4,653
Proceeds from the sale of mortgage-backed securities .    17,617      27,728
Proceeds from sale of real estate owned ..............        27           6
Maturities and calls of investments ..................         -         764
                                                        --------    --------
Net cash  used in investing activities ...............   (34,113)    (46,850)
                                                        --------    --------
FINANCING ACTIVITIES:
Net increase in deposits .............................    25,695       2,154
Net decrease in advances from borrowers for
   taxes and insurance ...............................      (573)       (587)
Net increase in FHLB advances ........................         -      50,000
Net increase in other borrowings .....................     4,060           -
Purchase of treasury stock ...........................    (2,509)    (13,149)
Net proceeds from exercise of stock options ..........         -         214
Cash dividends .......................................      (893)       (790)
                                                        --------    --------
Net cash provided by financing activities ............    25,780      37,842
                                                        --------    --------
Net decrease in cash and cash equivalents ............   (11,856)     (6,247)
Cash and cash equivalents, beginning of period .......    37,197      26,136
                                                        --------    --------
Cash and cash equivalents, end of period .............    25,341      19,889
                                                        ========    ========

SUPPLEMENTAL DISCLOSURES
Interest paid on deposits and funds borrowed .........    11,850       8,768
Income taxes paid ....................................       546         467
Noncash transfers from loans to real estate owned ....        85          45

See notes to unaudited consolidated financial statements

                                       5
<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

Thistle Group  Holdings,  Co., (the  "Company")  organized in March of 1998, has
three wholly owned  subsidiaries;  TGH Corp.,  TGH  Securities,  and  Roxborough
Manayunk  Bank (the  "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.

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  three and six months ended June 30,
2000 are not necessarily indicative of the results which may be expected for the
entire fiscal year or any other future 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, 1999.

NOTE 3 - INVESTMENTS AVAILABLE FOR SALE

Investments at June 30, 2000 and December 31, 1999 consisted of the following:
<TABLE>
<CAPTION>
                                                             June 30, 2000                       December 31, 1999
                                                       Amortized         Approximate       Amortized          Approximate
                                                         Cost            Fair Value          Cost             Fair Value
                                                        --------         ----------        ---------          ----------
<S>                                                 <C>                 <C>              <C>                 <C>
U.S. Treasury securities and securities
 of U.S. government agencies -
1 to 5 years....................................       $      -            $      -          $3,000               $2,834
5 to 10 years...................................          6,014               5,783           3,017                2,965
More than 10 years..............................         42,000              39,070          42,000               38,706
FHLB and FHLMC Bonds - more than 10 years.......         18,244              14,895          17,622               13,661
Municipal bonds - 5 to 10 years.................            153                 153               -                    -
Municipal bonds - more than 10 years............         41,691              38,588          41,613               37,129
Mutual funds....................................          1,385               1,385           1,345                1,345
Capital trust securities........................         12,873              10,856          12,900               11,340
Equity investments..............................          5,345               5,195           5,795                6,046
Other...........................................          1,456               1,456           1,437                1,437
                                                       --------            --------        --------             --------
Total...........................................       $129,161            $117,381        $128,729             $115,463
                                                       ========            ========        ========             =========
</TABLE>

NOTE 4 - MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

Mortgage-backed  securities  at June  30,  2000  and  December  31,  1999 of the
following:
<TABLE>
<CAPTION>
                                                            June 30, 2000                       December 31, 1999
                                                      Amortized          Approximate       Amortized          Approximate
                                                         Cost            Fair Value           Cost            Fair Value
                                                      ---------          ----------        ---------          ----------
<S>                                                 <C>                 <C>             <C>                  <C>
GNMA pass-through certificates...................      $120,116            $117,599        $111,825             $108,963
FNMA pass-through certificates...................        70,053              66,850          77,567               73,801
FHLMC pass-through certificates..................        18,856              18,699          20,550               20,621
FHLMC real estate mortgage investment conduits...         6,296               6,243           1,362                1,321
                                                       --------            --------        --------             --------
Total............................................      $215,321            $209,391        $211,304             $204,706
                                                       ========            ========        ========             ========
</TABLE>
                                       6
<PAGE>
NOTE 5 - TRADING SECURITIES

Trading  Securities  are  securities  owned by TGH  Securities,  a  wholly-owned
broker/dealer  subsidiary of Thistle Group Holdings,  Co. Trading securities are
carried  at fair  value.  These  securities  generally  consist  of  short  term
municipal  notes and bonds.  Gains and losses both realized and  unrealized  are
included in operating income.

NOTE 6 - LOANS RECEIVABLE

Loans  receivable  at June 30,  2000 and  December  31,  1999  consisted  of the
following:
<TABLE>
<CAPTION>
                                                           June 30, 2000    December 31. 1999
                                                           -------------    ----------------
<S>                                                         <C>               <C>
Mortgage loans:
         1-4 family residential......................          $117,058          $110,032
         Commercial real estate......................            48,069            29,867
Home equity lines of credit and improvement loans....             8,639             8,518
Commercial non-mortgage loans........................             8,465             5,496
Construction loans - net.............................             7,060             5,365
Loans on savings accounts............................               201               170
Consumer loans.......................................               130               126
                                                               --------          --------
         Total Loans.................................           189,622           159,574
                                                               --------          --------
Plus: unamortized premiums...........................               350               373
Less:
         Net discounts on loans purchased............               (24)              (28)
         Deferred  loan fees.........................            (1,552)           (1,452)
         Allowance for loan losses...................            (1,486)           (1,234)
                                                               --------         ---------
Total                                                          $186,910          $157,233
                                                                =======          ========
</TABLE>
NOTE 7 - DEPOSITS

The major types of deposits by amounts and percentages were as follows:
<TABLE>
<CAPTION>
                                           June 30, 2000              December 31, 1999
                                        Amount    % of Total       Amount        % of Total
                                        ------    ----------       ------        ----------
<S>                                 <C>           <C>          <C>             <C>
NOW accounts and
   transaction checking............    $21,980         6.9%       $19,880           6.8%
Money Market Demand accounts.......      9,660         3.0%         8,963           3.1%
Passbook accounts..................     96,932        30.5%        99,018          33.8%
Certificate accounts...............    189,742        59.6%       164,758          56.3%
                                      --------       ------      --------        -------
Total                                 $318,314         100%      $292,619         100.0%
                                      ========       =======      ========       =======
</TABLE>

NOTE 8 - 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.

NOTE 9 - COMPREHENSIVE INCOME (LOSS)

For the three and six months ended June 30,  2000,  the Company  reported  total
comprehensive income of approximately $2,000 and $4,300,  respectively.  For the
three and six  month  periods  of the  prior  year the  Company  reported  total
comprehensive loss of $4,500 and 4,200 respectively.  Other comprehensive income
consisted of  unrealized  gains or losses,  net of taxes,  on available for sale
securities and reclassification adjustments for gains included in net income.

NOTE 10 - DIVIDENDS

On June 22, 2000, the Company declared a dividend of $.06 per share payable July
14, 2000 to stockholders of record on June 30, 2000.

                                       7
<PAGE>

NOTE 11 - BRANCH ACQUISITIONS

On May 23, 2000, the Bank signed a definitive  agreement with Crown Bank, FSB to
purchase its branch office  located in Wilmington,  Delaware  including the real
property,  approximately  $20 million in certain  loans,  and the  assumption of
approximately $52 million in deposit liabilities.

On May 25, 2000, the Bank signed a definitive agreement with Wilmington Trust of
Pennsylvania  to purchase four branch offices from  Wilmington  Trust located in
Lionville,  Media,  Westtown,  and West  Chester,  Pennsylvania  including  real
property and the assumption of approximately $59 million in deposit liabilities.

The Bank  anticipates  paying a deposit premium of  approximately  7.8% of total
deposits  assumed in these two  transactions.  The acquisition of these five new
branches is expected to be completed by the end of the third quarter.

                                       8
<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,  year 2000 issues,  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 its transactional web
site  RMBgo.com  and 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,  existing
multi-family  residential and nonresidential real estate. 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.

On May 26, 2000, TGH Securities  commenced  operations.  Also, on May 23 and May
25, 2000,  the Bank entered into two separate  agreements to purchase a total of
five branches in Eastern  Pennsylvania.  The Branch transactions are expected to
be completed by the end of the third quarter.

Comparison of Financial Condition

The Company had total assets of $592.5 million as of June 30, 2000, representing
an increase of $37.8  million from the balance of $554.8  million as of December
31, 1999. The increase was due mainly to an increase in loans  receivable of $30
million funded by $26 million in deposit growth during the quarter.

Cash and cash  equivalents  decreased $11.9 million or 32% from $37.2 million at
December  31,  1999 to  $25.3  million  at  June  30,  2000 as it was no  longer
necessary to keep the higher balance for Y2K concerns.

Investments  increased  $1.9  million or 2% from $115.5  million at December 31,
1999 to $117.4  million at June 30,  2000  primarily  due to a  decrease  in the
unrealized loss of $1.5 million.

Trading securities were $13.2 million at June 30, 2000. Such securities were the
product of the activities of TGH Securities,  which began operations  during the
quarter ended June 30, 2000.

Mortgage-backed  securities  increased $4.7 million or 2% from $204.7 million at
December  31, 1999 to $209.4 at June 30, 2000.  This  increase was the result of
$31.9 million in purchases  offset by $10.0  million in repayments  and sales of
$17.6 million.

Loans increased $29.7 million or 19% from $157.2 million at December 31, 1999 to
$186.9  million at June 30, 2000.  This increase was the result of $35.7 million
of originations including $18 million of non-residential loans, and $9.2 million
in  non-residential  loan  purchases,  offset by principal  repayments  of $16.2
million.  During the quarter  the Bank  engaged an  independent  firm to provide
additional  detailed loan review and asset  quality  reports two times a year to
monitor asset quality and adherence to the Bank's underwriting standards.

                                       9
<PAGE>
Deposits  increased $25.7 million or 9% from $292.6 million at December 31, 1999
to $318.3  million  at June 30,  2000.  Certificates  of deposit  increased  $25
million, passbook accounts decreased $2.1 million and NOW accounts, transactions
checking and money market accounts increased $2.8 million.

Accounts  payable  and  accrued  expenses   increased  $7.3  million  and  other
borrowings  increased  $4.1  million due mainly to  activity at TGH  Securities.
Amounts   represent  monies  borrowed  for  securities   purchased  and  due  to
brokers/dealers for securities purchased.

Total  stockholders'  equity  increased $1.3 million or 2% from $74.7 million at
December  31,  1999  to $76  million  at  June  30,  2000  primarily  due to the
repurchase of 390,271 shares at an average cost of $6.88 per share and dividends
declared of $893 offset by net income for the six months  ended of $2.9  million
and to a decrease in the accumulated  other  comprehensive  loss of $1.4 million
due to improvement in 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 stockholders' equity.

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

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

                                              At                  At
                                          June 30, 2000     December 31, 1999
                                        --------------      -----------------
                                                (Dollars in Thousands)

Total non-performing loans .................   $  211          $  223
Real estate owned ..........................      116             104
                                               ------          ------
Total non-performing assets ................   $  327          $  327
                                               ======          ======
Total non-performing loans to
total loans ................................      .11%            .14%

Total non-performing assets to
total assets ...............................      .06%             .07%

Allowance for loan loss ....................   $1,486          $1,234

Allowance for loan losses as a percentage
of total non-performing assets .............      422%            377%

Allowance for loan losses as a percentage
of total non-performing loans ..............      704%            553%

Allowance for loan losses as a percentage
of total average loans .....................      .87%            .85%

Comparison of Operations for the Three and Six Month Periods Ended June 30, 2000
and 1999
--------------------------------------------------------------------------------

Net  Income.  Net  income  for the  three and six  months  ended  June 30,  2000
increased $171,000 or 12.1% and $271,000 or 10.3%,  respectively,  over the same
periods in 1999. The increase for the  three-month  period is due to an increase
in net  interest  income of  $306,000,  and increase of $215,000 in other income
offset by an increase of $339,000 in non-interest  expense. The increase for the
six month period is due to an increase in net interest  income of $563,000,  and
an increase of  $405,000 in other  income,  offset by an increase of $776,000 in
non-interest expense.

Total Interest Income.  Interest income for the three months ended June 30, 2000
increased $1.8 million or 21% over the quarter ended June 30, 1999 due primarily
to an  increase  of $64.4  million in the  average  balance of  interest-earning
assets and an increase in the average yield of 48 basis points.  Interest income
for the six months  ended June 30, 2000  increased  $3.5 million or 22% over the
quarter  ended June 30, 1999 due to an increase of $69.3  million in the average
balance of  interest-earning  assets and an increase in the average  yield of 45
basis points.

                                       10
<PAGE>
Total  Interest  Expense.  Interest  expense for the three months ended June 30,
2000  increased  $1.5  million or 31% over the  quarter  ended June 30, 1999 due
primarily  to  an  increase  of  $73.0   million  in  the  average   balance  of
interest-bearing  liabilities  and an increase of 52 basis points in the average
cost of funds. Interest expense for the six months ended June 30, 2000 increased
$2.9 million or 32% over the same period of the prior year due to an increase of
$80.8 million in the average balance of  interest-bearing  liabilities and to an
increase of 45 basis points in the average cost of funds.

Net Interest  Income.  Net  interest  income for the three months ended June 30,
2000  increased  $306,000 or 8% over the quarter  ended June 30, 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 4 basis points to
2.28% for the three months ended June 30, 2000 from 2.32% for the same period in
1999.  Net  interest  income for the six months  ended June 30,  2000  increased
$653,000  or 9% as  compared  to the same  period of the  prior  year due to the
reasons  discussed  above.  The net  interest  spread for the  current six month
period remained relatively constant from the prior year.

Provision  for Losses on Loans.  The provision for losses on loans for the three
and six months ended June 30, 2000 totaled $120,000 and $240,000,  respectively,
as compared to $120,000 and $150,000 for the same periods in 1999.  The increase
is attributable to the increase in the loan portfolio as well as a change in the
composition of the portfolio.  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 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 quarter ended June 30, 2000  increased  $215,000
over the  quarter  ended June 30,  1999 due  primarily  to trading  revenues  of
$114,000  from  TGH  Securities  and a gain  on the  sale  of a  portion  of the
Company's equity securities of $333,000,  offset by a gain on the sale of equity
securities in the prior year's quarter of $259,000.  Non-interest income for the
six months ended June 30, 2000  increased  $405,000  over the same period of the
prior year due to the reasons  discussed  above as well as to a gain on the sale
of  mortgage-backed  securities of $173,000 to improve the duration and yield of
the investment portfolio.

Other Expenses.  Other expenses  increased $339,000 or 16% for the quarter ended
June 30,  2000 over the  quarter  ended June 30,  1999.  Salaries  and  employee
benefits  increased  $246,000  due  to  compensation   expense  related  to  the
restricted  stock plan which began to vest in July 1999,  addition of  personnel
and normal salary  increases  offset  somewhat by the termination of the pension
plan in December 1999.  Occupancy and equipment costs  increased  $67,000 due to
additional  depreciation  on  current  year  purchases  of office  and  computer
equipment. Federal insurance premiums decreased $28,000 due to a decrease in the
assessment rate.  Professional  fees decreased  $64,000 as there were additional
legal  fees in the  quarter  ended  June 1999  related  to the  adoption  of the
Restricted Stock and Option Plans. Other expense increased $104,000 due to costs
associated  with sales  training for all employees,  operating  expenses for TGH
Securities,  the management of investments at the Delaware holding companies, an
increase in capital stock tax and small increases in operating costs.

Other expense  increased  $776,000 or 19% for the six months ended June 30, 2000
over the same period of the prior year. Salaries and employee benefits increased
$535,000,  occupancy and equipment  increased  $125,000,  and federal  insurance
premiums   decreased   $55,000  due  mainly  to  the  reasons  discussed  above.
Professional fees decreased $97,000 due to the reason discussed above as well as
to cost savings in the second year of being a public  company.  Advertising  and
promotion  increased $76,000 as the Company began a focused strategic  marketing
effort in the latter half of 1999 which included  among other things  additional
media costs for creation and  placement of new print ads to a larger  geographic
area. Other expenses increased $192,000 due to the reasons discussed above.

Income Tax Expense.  Income tax expense for the quarter  ended June 30, 2000 was
$438,000 or 22% of pre-tax income as compared to $427,000 or 23% for the quarter
ended June 30,  1999.  Income tax expense for the six months ended June 30, 2000
was $810,000 or 22% of pre-tax  income as compared to $889,000 or 25% of pre-tax
income for the same period of the prior year.

                                       11
<PAGE>
         Liquidity and Capital Resources

     On June 30,  2000,  the Bank was in  compliance  with its three  regulatory
capital requirements as follows:

                                              Amount             Percent
                                              -------            -------
                                                     (in Thousands)
Tangible capital..........................    $58,857               10.32%
Tangible capital requirement..............     11,405                1.50%
                                              -------             --------
Excess over requirement...................    $47,452                8.82%
                                              =======             ========

Core capital..............................    $58,857               10.32%
Core capital requirement..................     22,810                3.00%
                                              -------             --------
Excess over requirement...................    $36,047                7.32%
                                              =======             ========


Risk based capital........................    $60,343               28.85%
Risk based capital requirement............     16,678                8.00%
                                              -------             --------
Excess over requirement...................    $43,665               20.85%
                                              =======             ========

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
three  months  ended June 30,  2000,  the Company  originated  $14.6  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 $10.5 million during the
three-month  period ended June 30, 2000.  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.  In 1999,  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 10.7% at June 30, 2000.

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 June 30, 2000,  cash and cash  equivalents  totaled
$25.3 million.

The Company anticipates that it will have sufficient funds available to meet its
current  commitments.  As of June 30,  2000,  the Company  had $16.5  million in
commitments  to fund loans.  Certificates  of deposit  which were  scheduled  to
mature  in one  year or  less  as of  June  30,  2000  totaled  $104.4  million.
Management believes that a significant portion of such deposits will remain with
the Company.

                                       12
<PAGE>


Additional Key Operating Ratios
-------------------------------
<TABLE>
<CAPTION>
                                                           For the                            For the
                                                      Three Months Ended                 Six Months Ended
                                                          June 30,                           June 30,
                                                          --------                           --------

<S>                                             <C>           <C>                    <C>         <C>
                                                   2000(1)       1999(1)                2000(1)     1999(1)
Return on average assets....................        1.08%         1.09%                  1.01%       1.03%
Return on average equity....................        8.56%         6.52%                  7.86%       5.91%
Yield on average interest-earning assets....        7.21%         6.73%                  7.12%       6.67%
Cost of average interest-bearing liabilities        4.93%         4.41%                  4.84%       4.39%
Interest rate spread (2)....................        2.28%         2.32%                  2.28%       2.29%
Net interest margin.........................        2.81%         2.93%                  2.81%       2.94%

                                                               At June 30, 2000         At December 31, 1999
                                                               ----------------         --------------------
Tangible book value per share                                       $10.25                     $9.60
</TABLE>
(1)  The ratios for the three and six 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.

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 June 30, 2000, the Company's savings
accounts,  checking  accounts and money market deposit  accounts  totaled $128.6
million  or  40.4%  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.

There were no  significant  changes for the six months  ended June 30, 2000 from
the  information  presented in the Form 10K for  December  31,  1999,  under the
caption "Asset and Liability Management" and "Market Risk Analysis".

                                       13
<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 June 30, 2000.  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
a 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 June 30,
2000  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 April 19, 2000, 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
       ----------------------    ----------------     ---------------

       Francis E. McGill, III    6,270,614   98.1%     119,079   1.9%
       Add B. Anderson, Jr.      6,270,351   98.1%     119,342   1.9%

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

            6,310,516 (For)         63,842 (Against)       15,335 (Abstain)
           -----------------        -----------------      -----------------
                83.4%                    .8%                   .2%

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:

          27   Financial Data Schedule (electronic filing only)

     (b)  Reports on Form 8-K

          On May 26,  2000,  the  Registrant  filed a Form  8-K  (Items 5 and 7)
          announcing that it had signed a definitive  agreement with Crown Bank,
          FSB to purchase  its branch  office in  Wilmington,  Delaware and also
          signed a definitive agreement with Wilmington Trust of Pennsylvania to
          purchase four branch offices located in Lionville, Media, Westtown and
          West Chester, Pennsylvania.

                                       14
<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: August 9, 2000      By:    /s/John F. McGill, Jr.
                                 -------------------------------
                                 John F. McGill, Jr.
                                 President and Chief Executive  Officer
                                 (Principal Executive Officer)




Date: August 9, 2000      By:    /s/Jerry Naessens
                                  -------------------------------
                                 Jerry Naessens
                                 Chief Financial Officer
                                 (Principal Financial Officer)