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, 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 May 12, 2000


                    Class                                   Outstanding
--------------------------------------------------------------------------------
         $.10 par value common stock                      7,445,332 shares



<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2000
                                      INDEX


                                                                            Page
                                                                          Number
PART 1 - UNAUDITED CONSOLIDATED FINANCIAL INFORMATION OF
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
Item 1.  Financial Statements and Notes Thereto  ...........................  1
Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations................................  6
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.........  9
PART II - OTHER INFORMATION
Item 1.  Legal Proceedings.................................................. 11
Item 2.  Changes in Securities.............................................. 11
Item 3.  Defaults upon Senior Securities.................................... 11
Item 4.  Submission of Matters to a Vote of Security Holders................ 11
Item 5.  Other Information.................................................. 11
Item 6.  Exhibits and Reports on Form 8-K................................... 11

                                   SIGNATURES


<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                         March 31,       December 31,
                                                                                           2000              1999
                                                                                       (Unaudited)
<S>                                                                                      <C>              <C>
         ASSETS
         Cash on hand and in banks..............................................          $ 7,739           $19,494
         Interest-bearing deposits..............................................           25,959            17,703
                                                                                           ------            ------
                  Total cash and cash equivalents...............................           33,698            37,197
         Investments available for sale at fair value...........................
                  (amortized cost of $129,141 and $128,729).....................          117,626           115,463
         Mortgage-backed securities available for sale..........................
                  at fair value (amortized cost of $215,931 and $211,304).......          209,155           204,706
         Loans receivable (net of allowance for loan losses of
                  $1,380 and $1,234)............................................          173,744           157,233
         Loans held for sale....................................................            3,869             3,925
         Accrued interest receivable............................................            4,180             3,692
         Federal Home Loan Bank stock - at cost ................................            8,993             8,844
         Real estate acquired through foreclosure - net ........................               93               104
         Office properties and equipment - net .................................            2,963             2,853
         Cash surrender value of life insurance.................................           11,716            11,590
         Prepaid expenses and other assets .....................................              989             1,145
         Deferred income taxes..................................................            7,515             8,007
                                                                                          -------           -------
                  TOTAL ASSETS..................................................         $574,541          $554,759
                                                                                          =======           =======

         LIABILITIES AND STOCKHOLDERS' EQUITY
         Liabilities:
         Deposits ..............................................................         $312,879          $292,619
         Accrued interest payable...............................................              853               835
         Advances from borrowers for taxes and insurance........................            1,183             2,472
         FHLB advances..........................................................          176,884           176,884
         Accounts payable and accrued expenses..................................            4,352             3,790
         Other borrowings.......................................................            2,500             3,000
         Dividends payable .....................................................              448               467
         Accrued income taxes ..................................................              858                32
         Deferred income taxes..................................................               --                --
                                                                                          -------           -------
                  TOTAL LIABILITIES ............................................          499,957           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;  7,465,332 outstanding  March 31, 2000
         and 7,780,432 outstanding December 31, 1999............................              900               900
         Additional paid-in capital.............................................           93,379            93,400
         Common stock acquired by stock benefit plans ..........................           (7,969)           (8,199)
              Treasury stock at cost, 1,534,657 shares at March 31, 2000 and
               1,219,557 shares at December 31, 1999 ...........................          (13,967)          (11,787)
         Accumulated other comprehensive loss ..................................          (12,070)          (13,108)
         Retained earnings - partially restricted ..............................           14,311            13,454
                                                                                          -------           -------
                  Total stockholders' equity ...................................           74,584            74,660
                                                                                          -------           -------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............................         $574,541          $554,759
                                                                                          =======           =======
</TABLE>

         See notes to unaudited consolidated financial statements.
                                        1

<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                 (IN THOUSANDS)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                      For the Three Months
                                                                                                          Ended March 31,
                                                                                                          ---------------
                                                                                                      2000           1999
<S>                                                                                               <C>            <C>
INTEREST INCOME:
   Interest on loans ...........................................................................   $     3,331    $     2,749
   Interest on mortgage-backed securities ......................................................         3,486          3,414
   Interest and dividends on investments .......................................................         2,730          1,607
                                                                                                   -----------    -----------
          Total interest income ................................................................         9,547          7,770
                                                                                                   -----------    -----------

INTEREST EXPENSE:
   Interest on deposits ........................................................................         3,284          2,853
   Interest on borrowed money ..................................................................         2,446          1,447
                                                                                                   -----------    -----------
          Total interest expense ...............................................................         5,730          4,300
                                                                                                   -----------    -----------

NET INTEREST INCOME ............................................................................         3,817          3,470

PROVISION FOR LOAN LOSSES ......................................................................           120             30
                                                                                                   -----------    -----------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES ................................................................................         3,697          3,440
                                                                                                   -----------    -----------
OTHER INCOME:
  Service charges and other fees ...............................................................           107             99
  Loss on sale of real estate owned ............................................................           (25)             -
  Gain on sale of mortgage-backed securities ...................................................           173              -
  Gain on sale of loans.........................................................................            23              -
  Gain on sale of investments ..................................................................             -              2
  Rental income ................................................................................            29             47
  Miscellaneous other income ...................................................................            31              -
                                                                                                   -----------    -----------
          Total other income ...................................................................           338            148
                                                                                                   -----------    -----------
OTHER EXPENSES:
   Salaries and employee benefits ..............................................................         1,285          1,015
   Occupancy and equipment .....................................................................           319            265
   Federal insurance premium ...................................................................            15             42
   Professional fees ...........................................................................            84            119
   Advertising and promotion ...................................................................            91             29
   Other .......................................................................................           564            451
                                                                                                   -----------    -----------
          Total other expenses .................................................................         2,358          1,921
                                                                                                   -----------    -----------

INCOME BEFORE INCOME TAXES .....................................................................         1,677          1,667
                                                                                                   -----------    -----------

INCOME TAXES ...................................................................................           372            462
                                                                                                   -----------    -----------
NET INCOME .....................................................................................   $     1,305    $     1,205
                                                                                                   ===========    ===========

BASIC EARNINGS PER SHARE .......................................................................   $       .18    $       .16
DILUTED EARNINGS PER SHARE .....................................................................   $       .18    $       .15

WEIGHTED AVERAGE SHARES
   OUTSTANDING - BASIC .........................................................................     7,071,192      7,690,169
WEIGHTED AVERAGE SHARES
   OUTSTANDING - DILUTED .......................................................................     7,102,610      7,857,438
</TABLE>

See notes to unaudited consolidated financial statements

                                        2
<PAGE>

                THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (IN THOUSANDS)
                                 (Unaudited)
<TABLE>
<CAPTION>
                                                                           For the
                                                                         Three Months
                                                                        Ended March 31,
                                                                        2000       1999
                                                                     --------    --------
OPERATING ACTIVITIES:
<S>                                                                 <C>         <C>
Net income ........................................................  $  1,305    $  1,205
Adjustments to reconcile income to net cash provided
   by operating activities:
   Provision for loan losses ......................................       120          30
   Depreciation ...................................................       145         105
   Amortization of stock benefit plans ............................       239         109
Amortization of net premiums (discounts) on:
   Loans purchased ................................................        26          38
   Investments ....................................................      (337)       (386)
   Mortgage-backed securities .....................................       243         399
Gain on sale of loans .............................................       (23)
Gain on sale of investments .......................................        --          (2)
Gain on sale of mortgage-backed securities ........................      (173)         --
Loss on sale of real estate owned..................................        25          --
(Increase) decrease in other assets ...............................      (483)      1,162
Increase (decrease) in other liabilities ..........................     1,344        (287)
                                                                     --------    --------
Net cash provided by operating activities .........................     2,431       2,373
                                                                     --------    --------
INVESTING ACTIVITIES:
Principal collected on:
   Mortgage-backed securities .....................................     4,666      18,085
   Loans ..........................................................     9,306       8,737
Loans originated ..................................................   (21,132)     (6,527)
Loans acquired ....................................................    (4,800)     (1,650)
Purchases of:
    Investments ...................................................       (80)    (26,979)
    Mortgage-backed securities ....................................   (26,980)     (9,990)
    Office properties and equipment ...............................      (255)        (42)
    FHLB Stock ....................................................      (149)     (1,000)
Proceeds from the sale of loans ...................................        23          --
Proceeds from sale of investments .................................        --       3,011
Proceeds from the sale of mortgage-backed securities ..............    17,617          --
Proceeds from sale of real estate owned ...........................        11          --
Maturities and calls of investments ...............................        --         500
                                                                     --------    --------
Net cash  used in investing activities ............................   (21,773)    (15,855)
                                                                     --------    --------
FINANCING ACTIVITIES:
Net increase in deposits ..........................................    20,260         181
Net decrease in advances from borrowers for
   taxes and insurance ............................................    (1,289)     (1,042)
Net increase in FHLB advances .....................................        --      20,000
Decrease in other borrowings ......................................      (500)         --
Purchase of treasury stock ........................................    (2,180)    (10,837)
Net proceeds from exercise of stock options .......................        --         214
Cash dividends ....................................................      (448)       (402)
                                                                     --------    --------
Net cash provided by financing activities .........................    15,843       8,114
                                                                     --------    --------
Net decrease in cash and cash equivalents .........................    (3,499)     (5,368)
Cash and cash equivalents, beginning of period ....................    37,197      26,136
                                                                     --------    --------
Cash and cash equivalents, end of period ..........................    33,698    $ 20,768
                                                                     ========    ========
SUPPLEMENTAL DISCLOSURES
Interest paid on deposits and funds borrowed ......................  $  5,712    $  4,211
Income taxes paid .................................................        --          46
Noncash transfers from loans to real estate owned .................        25          27

</TABLE>

See notes to unaudited consolidated financial statements

                                       3

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

         NOTE 1 - PRINCIPLES OF CONSOLIDATION

         Thistle Group  Holdings,  Co.,  organized in March of 1998,  has  three
         wholly owned subsidiaries;  TGH Corp., TGH Securities,  and  Roxborough
         Manayunk  Bank.  Roxborough  Manayunk  Bank   has  three  wholly  owned
         subsidiaries; Roxdel Corp., Montgomery Service Corp. and Ridge  Service
         Corp.  The  Company's  business is conducted  principally  through  the
         Bank. All significant intercompany accounts and transactions have  been
         eliminated in consolidation.

         NOTE 2 - BASIS OF PRESENTATION

         The  accompanying  unaudited  consolidated  financial  statements  were
         prepared in accordance with instructions for Form 10-Q and,  therefore,
         do not include all information necessary for a complete presentation of
         consolidated financial condition, results of operations, and cash flows
         in conformity with generally accepted accounting  principles.  However,
         all adjustments, consisting of normal recurring accruals, which, in the
         opinion of  management,  are necessary for a fair  presentation  of the
         consolidated  financial  statements have been included.  The results of
         operations  for the periods  ended  March 31, 2000 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,
         1999.

         NOTE 3 - INVESTMENTS AVAILABLE FOR SALE

         Investments  at March 31, 2000 and December  31, 1999  consisted of the
following:
<TABLE>
<CAPTION>
                                                                      March 31, 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            $  2,828          $3,000                $2,834
         5 to 10 years...................................          3,015               2,944           3,017                 2,965
         More than 10 years..............................         42,000              39,110          42,000                38,706
         FHLB and FHLMC Bonds - more than 10 years.......         17,931              14,368          17,622                13,661
         Municipal bonds - more than 10 years............         41,653              38,497          41,613                37,129
         Mutual funds....................................          1,365               1,365           1,345                 1,345
         Capital trust securities........................         12,890              11,091          12,900                11,340
         Equity investments..............................          5,841               5,977           5,795                 6,046
         Other...........................................          1,446               1,446           1,437                   750
                                                                --------            --------        --------              --------
         Total...........................................       $129,141            $117,626        $128,729              $115,463
                                                                ========            ========        ========              ========
</TABLE>
         NOTE 4 - MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

         Mortgage-backed  securities  at March 31,  2000 and  December  31, 1999
         consisted of the following:
<TABLE>
<CAPTION>
                                                                     March 31, 2000                       December 31, 1999
                                                                Amortized        Approximate       Amortized          Approximate
                                                                  Cost            Fair Value          Cost             Fair Value
                                                                  ----            ----------          ----             ----------
<S>                                                            <C>                 <C>             <C>                  <C>
         GNMA pass-through certificates...................      $123,336            $120,377        $111,825             $108,963
         FNMA pass-through certificates...................        71,943              68,348          77,567               73,801
         FHLMC pass-through certificates..................        19,290              19,085          20,550               20,621
         FHLMC real estate mortgage investment conduits...         1,362               1,345           1,362                1,321
                                                               ---------          ----------      ----------           ----------
         Total............................................      $215,931            $209,155        $211,304             $204,706
                                                                ========            ========        ========             ========
</TABLE>
                                        4
<PAGE>

         NOTE 5 - LOANS RECEIVABLE

         Loans  receivable at March 31, 2000 and December 31, 1999  consisted of
         the following:
<TABLE>
<CAPTION>

                                                                     March 31, 2000        December 31, 1999
                                                                     --------------        -----------------
<S>                                                                    <C>                       <C>
         Mortgage loans:
                  1-4 family residential......................          $112,961                  $110,032
                  Commercial real estate......................            37,487                    29,867
         Home equity lines of credit and improvement loans....             8,617                     8,518
         Commercial non-mortgage loans........................            10,614                     5,496
         Construction loans - net.............................             6,356                     5,365
         Loans on savings accounts............................               170                       170
         Consumer loans.......................................               128                       126
                                                                        --------                  --------
                  Total Loans.................................           176,333                   159,574
                                                                        --------                  --------
         Plus: unamortized premiums...........................               344                       373
         Less:
                  Net discounts on loans purchased............               (26)                      (28)
                  Deferred  loan fees.........................            (1,527)                   (1,452)
                  Allowance for loan losses...................            (1,380)                   (1,234)
                                                                        --------                  --------
         Total                                                           $173,744                 $157,233
                                                                         ========                 ========
</TABLE>
         NOTE 6- DEPOSITS

         The major types of deposits by amounts and percentages were as follows:
<TABLE>
<CAPTION>

                                                       March 31, 2000                    December 31, 1999
                                                 Amount         % of Total          Amount             % of Total
                                                 ------         ----------          ------             ----------
<S>                                          <C>                 <C>            <C>                     <C>
         NOW accounts and
            transaction checking............    $21,023             6.7%           $19,880                 6.8%
         Money Market Demand accounts.......      9,919             3.2%             8,963                 3.1%
         Passbook accounts..................     96,626            30.9%            99,018                33.8%
         Certificate accounts...............    185,311            59.2%           164,758                56.3%
                                               --------           ------          --------               ------
         Total                                 $312,879           100.0%          $292,619               100.0%
                                               ========           ======          ========               ======
</TABLE>

         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.

         NOTE 8 - COMPREHENSIVE INCOME (LOSS)

         For the three months ended March 31, 2000,  the Company  reported total
         comprehensive income of $2.3 million. For the three month period of the
         prior year the Company reported total comprehensive income of $326,000.
         Other comprehensive income consisted of unrealized gains or losses, net
         of taxes,  on available for sale securities for the three month periods
         ended March 31,  2000 and 1999 and a  reclassification  adjustment  for
         gains  included in net income for the three month  periods  ended March
         31, 2000 and 1999.

         NOTE 9 - DIVIDENDS

         On March 16,  2000,  the Company  declared a dividend of $.06 per share
         payable April 14, 2000 to stockholders of record on March 31, 2000.

                                        5
<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

         General
         -------

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

         The Bank is a federally  chartered  stock savings bank. The Bank serves
         the  Pennsylvania  counties of  Philadelphia  and Delaware  through 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.

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

         The Company had total  assets of $574.5  million as of March 31,  2000,
         representing  an increase of $19.8  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 $17 million  funded by $20 million in
         new deposits during the quarter.

         Cash and cash  equivalents  decreased  $3.5  million or 9.4% from $37.2
         million  at  December  31,  1999 to $33.7  million  at March  31,  2000
         primarily  due to the purchase of  mortgage-backed  securities  and the
         repurchase of stock.

         Investments  increased  $2.2  million  or 2%  from  $115.5  million  at
         December 31, 1999 to $117.6  million at March 31, 2000 primarily due to
         a decrease in the unrealized loss of $1.8 million.

         Mortgage-backed  securities  increased  $4.4  million or 2% from $204.7
         million at December 31, 1999 to $209.2 at March 31, 2000. This increase
         was the result of $27.0 million in purchases  offset by $4.7 million in
         repayments and sales of $17.6 million.

         Loans  increased $16.5 million or 10.5% from $157.2 million at December
         31, 1999 to $173.7  million at March 31,  2000.  This  increase was the
         result of $21.1  million of  originations  including  $14.8  million of
         non-residential   loans,  and  $4.8  million  in  non-residential  loan
         purchases, offset by principal repayments of $9.3 million.

         Deposits  increased  $20.3  million  or 6.9%  from  $292.6  million  at
         December 31, 1999 to $312.9 million at March 31, 2000.  Certificates of
         deposit  increased  $20.6  million,  passbook  accounts  decreased $2.4
         million  and NOW  accounts,  transactions  checking  and  money  market
         accounts increased $2.1 million.

         FHLB Advances remained unchanged at $176.9 million at March 31, 2000.

                                        6

<PAGE>

         Total stockholders' equity decreased $76,000 or less than 1% from $74.7
         million  at  December  31,  1999 to $74.6  million  at March  31,  2000
         primarily due to the repurchase of 315,100 shares at an average cost of
         $6.93 per share and dividends declared of $448,000 offset by net income
         for the quarter of $1.3  million  and to a decrease in the  accumulated
         other comprehensive loss of $1.0 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
                                             March 31, 2000   December 31, 1999
                                             ---------------  -----------------
                                                 (Dollars in Thousands)
    Total non-performing loans ..............   $  283            $  223
    Real estate owned .......................       93               104
                                                ------            ------

    Total non-performing assets .............   $  376            $  327
                                                ======            ======

    Total non-performing loans to
    total loans .............................      .18%              .14%

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

    Allowance for loan loss .................   $1,380            $1,234

    Allowance for loan losses as a percentage
    of total non-performing assets ..........      367%              377%

    Allowance for loan losses as a percentage
    of total non-performing loans ...........      488%              553%

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

         Comparison of Operations for the Three Month Periods Ended March 31,
         --------------------------------------------------------------------
         2000 and 1999
         -------------

         Net  Income.  Net  income for the three  months  ended  March 31,  2000
         increased  $100,000 or 8.3% from $1.2 million at March 31, 1999 to $1.3
         million at March 31, 2000. The increase for the  three-month  period is
         due to an increase in net interest income of $347,000,  and increase of
         $190,000  in  other  income  offset  by  an  increase  of  $437,000  in
         non-interest expense.

         Total Interest Income. Interest income for the three months ended March
         31, 2000  increased  $1.8 million or 22.9% over the quarter ended March
         31, 1999 due  primarily to an increase of $74.1  million in the average
         balance of interest-earning assets and an increase in the average yield
         of 41 basis points.

         Total  Interest  Expense.  Interest  expense for the three months ended
         March 31, 2000  increased  $1.4 million or 33.3% over the quarter ended
         March 31, 1999 due  primarily  to an  increase of $88.7  million in the
         average balance of interest-bearing  liabilities and to a lesser extent
         by an increase of 37 basis points in the average cost of funds.

         Net Interest  Income.  Net  interest  income for the three months ended
         March 31, 2000 increased $347,000 or 10.0% over the quarter 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,  increased  by 3 basis points to 2.27% for the three months ended
         March 31, 2000 from 2.24% for the same period in 1999.

         Provision  for Losses on Loans.  The  provision for losses on loans for
         the three  months  ended March 31, 2000  totaled  $120,000  compared to
         $30,000  for the same  period  in 1999 due  mainly  to  increased  loan
         growth.  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

                                        7
<PAGE>

         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 March 31, 2000  increased
         $190,000  over the quarter  ended March 31, 1999 due primarily to gains
         on the  sales  of  mortgage-backed  securities  available  for  sale to
         improve the duration and yield of the investment portfolio.

         Other  Expenses.  Other  expenses  increased  $437,000 or 22.7% for the
         quarter  ended March 31, 2000 over the  quarter  ended March 31,  1999.
         Salaries and employee benefits  increased  $270,000 due to compensation
         expense  related to the  restricted  stock plan which  began to vest in
         July 1999, addition of personnel and normal salary increases. Occupancy
         and equipment costs increased $54,000 due to additional depreciation on
         current  year  purchases  of office  and  computer  equipment.  Federal
         insurance   premiums  decreased  $27,000  due  to  a  decrease  in  the
         assessment rate. Professional fees decreased $35,000 due mainly to cost
         savings in the second year of being a public  company.  Advertising and
         promotion  increased  $62,000 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 expense  increased  $113,000 due
         to costs  associated with the management of investments at the Delaware
         holding companies, an increase in capital stock tax and small increases
         in operating costs.

         Income Tax Expense.  Income tax expense for the quarter ended March 31,
         2000 was $372,000 or 22.2% of pre-tax income as compared to $462,000 or
         27.7% for the quarter ended March 31, 1999.  The primary reason for the
         decrease in the  effective  tax rate was the  reduction  in state taxes
         resulting  from  purchases of  tax-exempt  securities.  The Company has
         employed  various  strategies  to reduce both  federal and state income
         taxes.

         Liquidity and Capital Resources
         -------------------------------

         On March 31, 2000, the Bank was in compliance with its three regulatory
         capital requirements as follows:

                                                    Amount          Percent
                                                    -------         -------
                                                           (in Thousands)
         Tangible capital......................     $58,333           10.31%
         Tangible capital requirement..........      11,314            1.50%
                                                    -------           -----
         Excess over requirement...............     $47,019            8.81%
                                                    =======           =====

         Core capital..........................     $58,333           10.31%
         Core capital requirement..............      22,628            3.00%
                                                    -------           -----
         Excess over requirement...............     $35,705            7.31%
                                                    =======           =====


         Risk based capital....................     $59,713           29.63%
         Risk based capital requirement........      16,122            8.00%
                                                    -------           -----
         Excess over requirement...............     $43,591           21.63%
                                                    =======           =====

         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 March 31, 2000, the Company
         originated  $21.1 million of mortgage loans. The Company also purchases
         loans and mortgage-backed  securities to reduce liquidity not otherwise
         required  for  local  loan  demand.  Purchases  of  mortgage  loans and
         mortgage-backed   securities   totaled  $  31.8   million   during  the
         three-month  period ended March 31, 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.

                                        8
<PAGE>

         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 14.1% at March 31, 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 March 31, 2000, cash
         and cash equivalents totaled $33.7 million.

         The Company anticipates that it will have sufficient funds available to
         meet its current  commitments.  As of March 31,  2000,  the Company had
         $19.9 million in  commitments  to fund loans.  Certificates  of deposit
         which were scheduled to mature in one year or less as of March 31, 2000
         totaled $141.8 million.  Management believes that a significant portion
         of such deposits will remain with the Company.

         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,
                                                                  ---------
                                                            2000(1)      1999(1)
         Return on average assets....................         .92%          .98%
         Return on average equity....................        7.14%         5.33%
         Yield on average interest-earning assets....        7.02%         6.61%
         Cost of average interest-bearing liabilities        4.74%         4.37%
         Interest rate spread (2)....................        2.27%         2.24%
         Net interest margin.........................        2.81%         2.95%

                                         At March 31, 2000  At December 31, 1999
                                         -----------------  --------------------
         Tangible book value per share         $9.99               $9.60

          (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.


         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

                                        9
<PAGE>

         spread  requirements.  As of March  31,  2000,  the  Company's  savings
         accounts,  checking  accounts and money market deposit accounts totaled
         $127.6 million or 40.8% 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.

                                       10
<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 March 31, 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 March 31,
         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 February 9, 2000, the Registrant  filed a Form 8-K (Items 5
                  and 7)  announcing  that it had organized a  broker/dealer  to
                  conduct business as TGH Securities.

                                       11

<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: May  12, 2000  By:        /s/ John F. McGill, Jr
                                         ----------------------
                                         John F. McGill, Jr.
                                         President and Chief Executive  Officer
                                         (Principal Executive Officer)




         Date: May 12,  2000  By:        /s/Jerry Naessens
                                         -----------------
                                         Jerry Naessens
                                         Chief Financial Officer
                                         (Principal Financial Officer)



                                       12