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, 2003

                                       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
               ---                      ---

         Indicate by check whether the  registrant is an  accelerated  filer (as
defined in Rule 126-2 of the Exchange Act.)

         Yes                        No   X
               ---                      ---

                      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 14,2003.

         Class                                                  Outstanding
---------------------------                                 --------------------
$.10 par value common stock                                      5,235,525

<PAGE>

                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                                    FORM 10-Q
                      FOR THE QUARTER ENDED March 31, 2003

                                      INDEX

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

    Item 1.  Unaudited Condensed Consolidated Financial Statements
               and Notes Thereto..............................................3

    Item 2.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations...........................10

    Item 3.  Quantitative and Qualitative Disclosures about Market Risk......14

    Item 4.  Controls and Procedures.........................................14

PART II - OTHER INFORMATION

    Item 1.  Legal Proceedings...............................................15

    Item 2.  Changes in Securities and Use of Proceeds.......................15

    Item 3.  Defaults upon Senior Securities.................................15

    Item 4.  Submission of Matters to a Vote of Security Holders.............15

    Item 5.  Other Information...............................................15

    Item 6.  Exhibits and Reports on Form 8-K................................15

SIGNATURES...................................................................17

EXHIBITS.....................................................................18


                                       2


<PAGE>
THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in Thousands, Except Per Share Data)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                           March 31,         December 31,
<S>                                                                                       <C>                  <C>
ASSETS                                                                                       2003                2002
                                                                                         --------------      -------------

Cash on hand and in banks                                                                    $   5,073          $   4,819
Interest-bearing deposits                                                                       21,203             19,841
                                                                                             ---------          ---------
        Total cash and cash equivalents                                                         26,276             24,660
Investments available for sale at fair value
   (amortized cost - 2003, $62,608; 2002, $65,098)                                              64,497             66,239
Mortgage-backed securities available for sale
   at fair value (amortized cost - 2003, $347,239; 2002, $361,869)                             353,454            369,571
Trading securities                                                                               9,247             43,714
Loans receivable (net of allowance for loan losses - 2003, $2,607; 2002, $2,209)               310,619            299,963
Loans held for sale                                                                                239                  -
Accrued interest receivable                                                                      4,014              4,260
Federal Home Loan Bank stock - at cost                                                          13,408             12,497
Real estate acquired through foreclosure - net                                                   1,574              1,717
Office properties and equipment - net                                                            6,229              6,346
Prepaid expenses and other assets                                                                5,182              5,706
Cash surrender value of life insurance                                                          15,257             15,069
Goodwill                                                                                         7,680              7,680
                                                                                             ---------          ---------
TOTAL ASSETS                                                                                 $ 817,676          $ 857,422
                                                                                             =========          =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits                                                                                   $ 505,026          $ 492,880
  FHLB advances                                                                                205,884            220,884
  Payable to brokers and dealers                                                                 8,611             41,924
  Other borrowings                                                                               1,650              3,650
  Accrued interest payable                                                                         951                976
  Advances from borrowers for taxes and insurance                                                1,378              2,611
  Accounts payable and accrued expenses                                                          6,665              7,625
  Dividends payable                                                                                474                473
                                                                                             ---------          ---------
        Total liabilities                                                                      730,639            771,023
                                                                                             ---------          ---------
Company-obligated manditorily redeemable preferred securities of a subsidiary
   trust holding solely junior subordinated debentures of the Company                           10,000             10,000
                                                                                             ---------          ---------
Commitments and Contingencies
Stockholders' Equity:
   Preferred stock, no par value, 10,000,000 shares authorized,
     none issued in 2003 or 2002
   Common stock, $.10 par value, 40,000,000 shares authorized, 8,999,989 shares
     issued and 5,269,225 shares outstanding at March 31, 2003; 8,999,989 issued
     and  5,259,424 shares outstanding at December 31, 2002                                        900                900
   Additional paid-in capital                                                                   92,831             92,884
   Common stock acquired by stock benefit plans                                                 (5,354)            (5,537)
   Treasury stock at cost, 3,730,764 shares at March 31, 2003
     and 3,740,565 shares at December 31, 2002                                                 (38,971)           (39,068)
   Accumulated other comprehensive income                                                        5,350              5,836
   Retained earnings - partially restricted                                                     22,281             21,384
                                                                                             ---------          ---------
        Total stockholders' equity                                                              77,037             76,399
                                                                                             ---------          ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                   $ 817,676          $ 857,422
                                                                                             =========          =========
</TABLE>


See notes to unaudited condensed consolidated financial statements.

                                       3
<PAGE>


THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, Except Per Share Data)
--------------------------------------------------------------------------------

                                                          For the Three Months
                                                             Ended March 31,
                                                          ----------------------
                                                             2003        2002
                                                          ----------  ----------

INTEREST INCOME:
   Interest on loans                                        $ 5,500    $ 5,004
   Interest on mortgage-backed securities                     4,009      4,083
   Interest on investments:
     Taxable                                                    201        533
     Tax-exempt                                                 801        800
     Dividends                                                  111        108
                                                            -------    -------
           Total interest income                             10,622     10,528
                                                            -------    -------

INTEREST EXPENSE:
  Interest on deposits                                        3,003      3,447
  Interest on FHLB advances and other borrowings              2,559      2,382
                                                            -------    -------
           Total interest expense                             5,562      5,829
                                                            -------    -------

NET INTEREST INCOME                                           5,060      4,699

PROVISION FOR LOAN LOSSES                                       397        150
                                                            -------    -------

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES           4,663      4,549
                                                            -------    -------

OTHER INCOME:
  Service charges and other fees                                303        248
  Trading revenues from brokerage operations                    314        299
  Writedown on real estate owned                               (144)         -
  Gain on sale of mortgage-backed securities available
   for sale                                                     374          -
  Gain on sale of loans                                          45          -
  Gain on sale of investments available for sale                212          -
  Rental income                                                  31         55
  Other income                                                    4          -
                                                            -------    -------

           Total other income                                 1,139        602
                                                            -------    -------

OTHER EXPENSES:
  Salaries and employee benefits                              1,944      1,787
  Occupancy and equipment                                       759        671
  Professional fees                                             173        305
  Advertising                                                   103        103
  Interest on redeemable preferred securities                   134          -
  Other                                                         965        916
                                                            -------    -------
           Total other expenses                               4,078      3,782
                                                            -------    -------

INCOME BEFORE INCOME TAXES                                    1,724      1,369
                                                            -------    -------

INCOME TAXES                                                    353        238
                                                            -------    -------

NET INCOME                                                  $ 1,371    $ 1,131
                                                            =======    =======

BASIC EARNINGS PER SHARE                                    $  0.28    $  0.18
                                                            =======    =======

DILUTED EARNINGS PER SHARE                                  $  0.28    $  0.18
                                                            =======    =======

See notes to unaudited condensed consolidated financial statements.

                                       4


<PAGE>

THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                            For the Three Months
                                                                               Ended March 31,
                                                                          ------------------------
                                                                             2003           2002
                                                                          ----------    ----------
<S>                                                                      <C>           <C>
OPERATING ACTIVITIES:
  Net income                                                                $ 1,371       $ 1,131
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
    Provision for loan losses                                                   397           150
    Depreciation                                                                332           313
    Amortization of stock benefit plans                                         217           220
    Loans held for sale originated                                           (4,142)            -
    Amortization of:
        Net premiums (discounts) on:
        Loans purchased                                                          55            16
        Investments                                                             (22)         (269)
        Mortgage-backed securities                                            1,061           862
    Gain on sale of investments                                                (212)            -
    Gain on sale of loans                                                       (45)            -
    Gain on sale of mortgage-backed securities                                 (374)            -
    Proceeds from the sale of loans held for sale                             3,948             -
    Writedown of real estate owned                                              144             -
    Net decrease in trading securities                                       34,467           247
    Decrease (increase) in other assets                                         582          (331)
    Increase in other liabilities                                           (34,083)       (1,005)
                                                                           --------      --------
           Net cash provided by operating activities                          3,696         1,334
                                                                           --------      --------
INVESTING ACTIVITIES:
  Principal collected on:
    Mortgage-backed securities                                               44,423        38,388
    Loans                                                                    36,226        24,204
  Loans originated                                                          (43,237)      (43,880)
  Loans acquired                                                             (4,097)            -
  Purchases of:
    Investments                                                                 (18)       (4,202)
    Mortgage-backed securities                                              (62,695)      (37,604)
    Property and equipment                                                     (215)         (853)
    FHLB stock                                                                 (911)         (150)
  Maturities and calls of  investments                                        2,130            30
  Proceeds from the sale of:
    Mortgage-backed securities                                               32,215             -
    Investments                                                                 612             -
                                                                           --------      --------
           Net cash provided by (used in) investing activities                4,433       (24,067)
                                                                           --------      --------
FINANCING ACTIVITIES:
  Net increase in deposits                                                   12,146        20,333
  Net increase in advances from borrowers for taxes and insurance            (1,233)       (1,103)
  Net (decrease) increase in FHLB borrowings                                (15,000)        3,000
  Net decrease in other borrowings                                           (2,000)            -
  Purchase of treasury stock                                                      -          (858)
  Net proceeds from exercise of stock options                                    48            62
  Cash dividends                                                               (474)         (523)
                                                                           --------      --------
           Net cash (used in) provided by financing activities               (6,513)       20,911
                                                                           --------      --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          1,616        (1,822)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                 24,660        22,723
                                                                           --------      --------

CASH AND CASH EQUIVALENTS,  END OF YEAR                                    $ 26,276      $ 20,901
                                                                           ========      ========
SUPPLEMENTAL DISCLOSURES:
  Interest paid on deposits and funds borrowed                             $  5,587      $  5,842
  Income taxes paid                                                               -           150

</TABLE>

See notes to unaudited condensed consolidated financial statements.

                                       5
<PAGE>


THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED 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
four  wholly  owned  subsidiaries:  TGH Corp.,  TGH  Securities,  Thistle  Group
Holdings  Capital Trust I, and Roxborough  Manayunk Bank (the "Bank").  The 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  condensed  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
accounting  principles  generally  accepted  in the  United  States of  America.
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
three-month  period ended March 31, 2003 are not  necessarily  indicative of the
results  which may be expected  for the entire  fiscal year or any other  future
interim period.

These unaudited condensed  consolidated  financial  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 on Form 10-K for the
year ended December 31, 2002.

NOTE 3 - INVESTMENTS

Investments available for sale at March 31, 2003 and December 31, 2002 consisted
of the following:

<TABLE>
<CAPTION>
                                                  March 31, 2003              December 31, 2002
                                            ------------------------    -----------------------
                                            Amortized    Approximate    Amortized   Approximate
                                              Cost       Fair Value       Cost      Fair Value
                                            ---------    -----------    ---------   -----------

<S>                                       <C>           <C>           <C>           <C>
Municipal bonds - 1 to 5 years...........    $   475       $   513       $   511       $   541
Municipal bonds - 5 to 10 years..........        255           256           255           256
Municipal bonds - more than 10 years.....     48,582        49,285        50,651        51,328
Mutual funds.............................      1,583         1,583         1,569         1,569
Capital trust securities.................      7,453         7,236         7,457         6,668
Equity investments.......................      3,465         4,829         3,864         5,086
Other....................................        795           795           791           791
                                             -------       -------       -------       -------

Total....................................    $62,608       $64,497       $65,098       $66,239
                                             =======       =======       =======       =======
</TABLE>

NOTE 4 - MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

Mortgage-backed  securities at March 31, 2003 and December 31, 2002 consisted of
the following:

<TABLE>
<CAPTION>
                                                            March 31, 2003             December 31, 2002
                                                     --------------------------    --------------------------
                                                      Amortized     Approximate     Amortized     Approximate
                                                        Cost        Fair Value        Cost        Fair Value
                                                     ----------     -----------    ----------     -----------
<S>                                                 <C>            <C>           <C>            <C>

Agency pass-through certificates.....................  $293,296       $299,302      $294,095       $301,376
Agency real estate mortgage investment conduits......    38,811         38,921        38,362         38,693
Non-agency collateralized mortgage obligations.......    15,132         15,231        29,412         29,502
                                                       --------       --------      --------       --------
Total................................................  $347,239       $353,454      $361,869       $369,571
                                                       ========       ========      ========       ========
</TABLE>

NOTE 5 - TRADING SECURITIES

Trading  securities  are  securities  owned by TGH  Securities,  a wholly  owned
broker/dealer  subsidiary of the Company.  Trading  securities are recorded on a
trade  date basis and 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.

                                       6

<PAGE>

NOTE 6 - LOANS RECEIVABLE

Loans  receivable  at March 31,  2003 and  December  31, 2002  consisted  of the
following:


<TABLE>
<CAPTION>

                                                     March 31, 2003   December 31, 2002
                                                     --------------   -----------------
<S>                                                  <C>               <C>

Mortgage loans:
  1 - 4 family residential..........................    $119,419          $  125,827
  Commercial real estate............................      98,032              92,760
Home equity lines of credit and improvement loans...      32,701              28,525
Commercial loans....................................      33,140              26,557
Construction loans - net............................      29,779              28,446
Loans on savings accounts...........................         543                 505
Consumer loans......................................       1,121               1,034
                                                        --------            --------
         Total loans................................     314,735             303,654
                                                        --------            --------
Plus: unamortized premiums..........................          89                 144
Less:
  Net discounts on loans purchased..................         (12)                (12)
  Deferred loan fees................................      (1,586)             (1,614)
  Allowance for loan losses.........................      (2,607)             (2,209)
                                                        --------            --------
         Total......................................    $310,619            $299,963
                                                        ========            ========
</TABLE>

A summary of changes in the  allowance  for loan  losses for the  quarter  ended
March 31, 2003 and for the year ended December 31, 2002 is as follows:


                                     For the               For the
                                   Quarter Ended          Year Ended
                                  March 31, 2003     December 31, 2002
                                  ---------------    -----------------

Balance, beginning..............    $2,209               $ 2,511
Provision.......................       397                   702
Charge-offs.....................        --                (1,004)
Recovery........................         1                    --
                                    ------               -------
Balance ending..................    $2,607               $ 2,209
                                    ======               =======

NOTE 7 - DEPOSITS

The major types of deposits  by amounts  and  percentages  at March 31, 2003 and
December 31, 2002 were as follows:

                                  March 31, 2003          December 31, 2002
                              ----------------------    ---------------------
                               Amount     % of Total     Amount    % of Total
                              ---------   ----------    ---------  ----------

Checking accounts             $ 91,587       18.1%      $ 91,584       18.6%
Money market accounts           48,710        9.7%        44,191        9.0%
Passbook accounts              125,883       24.9%       124,660       25.3%
Certificate accounts           238,846       47.3%       232,445       47.1%
                              --------      -----       --------      -----
     Total                    $505,026      100.0%      $492,880      100.0%
                              ========      =====       ========      =====

NOTE 8 - EARNINGS PER SHARE

Basic  earnings per share 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  earnings per share 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.  The  weighted
average shares used in the basic and diluted earnings per share computations for
the  three-month  periods ended March 31, 2003 and 2002 are as follows:

                                                              For the
                                                        Three Months Ended
                                                             March 31,
                                                      ------------------------
                                                        2003           2002
                                                      ---------     ----------

Average common shares outstanding- basic              4,826,489      6,117,618
Increase in shares due to dilutive options              140,882         79,173
                                                      ---------      ---------
Adjusted shares outstanding - diluted                 4,967,371      6,196,791
                                                      =========      =========

                                       7

<PAGE>


NOTE 9 - COMPREHENSIVE INCOME

For the  three-month  period ended March 31, 2003,  the Company  reported  total
comprehensive  income of approximately  $885. For the three-month  period of the
prior year, the Company  reported total  comprehensive  income of  approximately
$379.  Items of other  comprehensive  income  consisted of  unrealized  gains or
(losses),  net of taxes, on available for sale  securities and  reclassification
adjustments for gains or (losses) included in net income.

NOTE 10 - DIVIDENDS

On March 19,  2003,  the Company  declared a dividend of $.09 per share  payable
April 15, 2003 to stockholders of record on March 31, 2003.

NOTE 11 - RECENT ACCOUNTING STANDARDS

In December 2002, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 148, Accounting for Stock-Based Compensation --Transition and Disclosure, an
amendment of FASB Statement No. 123. SFAS No. 148 amends SFAS No. 123 to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
Statement  amends  the  disclosure  requirements  of  SFAS  No.  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported  results.  This  statement  is effective  for  financial
statements  for fiscal  years ending  after  December 15, 2002.  The Company has
provided the required interim disclosures below.

The Company applies APB Opinion No. 25 and related interpretations in accounting
for stock options and, accordingly,  no compensation expense has been recognized
in the financial  statements.  Had the Company determined  compensation  expense
based on the fair value at the grant date for its stock  options  under SFAS No.
123,  the  Company's  net income and income per share would have been reduced to
the pro forma amounts indicated below:

                                                     For the Three Months
                                                        Ended March 31,
                                                     ---------------------
                                                        2003        2002
                                                     ---------   ---------

Net income, as reported                               $ 1,371     $ 1,131

Deduct: Total stock-based employee
   compensation expense determined
   under fair value based method for all
   awards, net of related tax effects                     (26)         --
                                                      -------     -------
Pro forma net income                                  $ 1,345     $ 1,131
                                                      =======     =======
Earnings per share:
   Basic-as reported                                   $ 0.28      $ 0.18
   Basic-pro forma                                       0.28        0.18

   Diluted-as reported                                   0.28        0.18
   Diluted-pro forma                                     0.27        0.18


In April 2003, the FASB issued Statement No. 149,  Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities.   The  Statement  amends  and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded  in other  contracts,  and for  hedging  activities  under
Statement 133.

The  new  guidance  amends  Statement  133  for  decisions  made  as part of the
Derivatives Implementation Group process that effectively required amendments to
Statement 133, in connection  with other Board  projects  dealing with financial
instruments  and  regarding  implementation  issues  raised in  relation  to the
application  of the  definition  of a  derivative,  particularly  regarding  the
meaning of an "underlying" and the characteristics of a derivative that contains
financing components.

                                       8
<PAGE>

The  amendments  set forth in  Statement  149  improve  financial  reporting  by
requiring  that  contracts  with  comparable  characteristics  be accounted  for
similarly.  In particular,  this Statement  clarifies under what circumstances a
contract with an initial net investment meets the characteristic of a derivative
as  discussed  in Statement  133. In  addition,  it clarifies  when a derivative
contains a financing  component that warrants special reporting in the statement
of cash flows. Statement 149 amends certain other existing pronouncements. Those
changes  will  result  in  more  consistent  reporting  of  contracts  that  are
derivatives in their entirety or that contain embedded  derivatives that warrant
separate accounting.

This  Statement is effective for contracts  entered into or modified  after June
30, 2003, except as stated below and for hedging relationships  designated after
June 30, 2003.  The guidance  should be applied  prospectively.  Currently,  the
Company has no derivatives that require application of this statement.

In November 2002, the Financial  Accounting Standards Board ("FASB") issued FASB
Interpretation  No. 45, Guarantor's  Accounting and Disclosure  Requirements for
Guarantees,  including  Indirect  Guarantees  of  Indebtedness  of Others.  This
Interpretation  elaborates on the  disclosures  to be made by a guarantor in its
interim and annual  financial  statements  about its  obligations  under certain
guarantees that it has issued. It also clarifies that a guarantor is required to
recognize,  at the  inception of a guarantee,  a liability for the fair value of
the obligation  undertaken in issuing the guarantee.  This  Interpretation  also
incorporates,  without  change,  the  guidance  in FASB  Interpretation  No. 34,
Disclosure of Indirect  Guarantees  of  Indebtedness  of Others,  which is being
superseded.  The initial recognition and initial measurement  provisions of this
Interpretation  are  applicable on a prospective  basis to guarantees  issued or
modified  after  December  31,  2002,  irrespective  of the  guarantor's  fiscal
year-end.  The disclosure  requirements in this Interpretation are effective for
financial  statements  of interim or annual  periods  ending after  December 15,
2002.  The  Company  currently  has no  guarantees  that would be required to be
recognized, measured or disclosed under this Interpretation.

In January 2003, the FASB issued FASB  Interpretation  No. 46,  Consolidation of
Variable  Interest  Entities.  The  Interpretation  clarifies the application of
Accounting  Research  Bulletin No. 51,  Consolidated  Financial  Statements,  to
certain entities in which equity investors do not have the  characteristics of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance  its  activities  without  additional  subordinated  financial
support from other parties.  The Company is not a party to any variable interest
entities covered by the Interpretation.

NOTE 12 - ACCOUNTING FOR GOODWILL

On October 1, 2002,  the  Company  adopted  Statement  of  Financial  Accounting
Standards  ("SFAS") No. 147,  Acquisitions  of Certain  Financial  Institutions,
which allows financial  institutions,  meeting certain  criteria,  to reclassify
their identifiable intangible asset balances to goodwill and retroactively cease
amortization  beginning  as  of  January  1,  2002.  Accordingly,   the  Company
retroactively  ceased  amortization  of goodwill  beginning  January 1, 2002 and
restated  earnings for the  quarterly  period ended March 31, 2002.  The Company
will be required to annually review the asset for impairment.

At  January  1,  2003,  the  Company,   utilizing  an  independent  third  party
specialist,  tested the  goodwill for  impairment.  Based on this  analysis,  no
impairment existed.

The  following  table is a summary of net income and basic and diluted  earnings
per share for the quarterly period ended March 31, 2002, as previously  reported
on Form 10-Q and for the same  quarterly  period as restated for the adoption of
SFAS No. 147:

                                                                Quarter ended
                                                                March 31, 2002
                                                                --------------

Net income, as previously reported..........................        $  992
Amortization of goodwill, net of tax........................           139
                                                                    ------
Restated net income.........................................         1,131
                                                                    ======

Earnings per share:
   Basic earnings per share, as previously reported.........          0.16
   Amortization of goodwill, net of tax.....................          0.02
                                                                    ------
   Basic earnings per share, as restated....................          0.18
                                                                    ======

   Diluted earnings per share, as previously reported.......          0.16
   Amortization of goodwill, net of tax.....................          0.02
                                                                    ------
   Diluted earnings per share, as restated..................          0.18
                                                                    ======


                                       9
<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.

Earnings per share for the first quarter of 2003  increased 27% over the quarter
ended  December  31, 2002 from $.22  diluted  earnings per share to $.28 diluted
earnings per share.  Set forth below is the Company's  earnings  information for
the quarter ended March 31, 2003 as compared to the quarter  ended  December 31,
2002. (the "Linked Quarter Highlights")

                                        LINKED QUARTER HIGHLIGHTS
                                          (Dollars in Thousands)

                                  QTR          QTR      $ INCREASE   % INCREASE
                                3/31/03      12/31/02   (DECREASE)   (DECREASE)
                              ---------    ----------   ----------   ----------

Interest Income               $ 10,622     $ 10,636      $   (14)      (-.1%)
Interest Expense                 5,562        5,736         (174)     (-3.0%)
Net Interest Income              5,060        4,900          160        3.3%
Provision for loan losses          397          202          195       96.5%
Non-interest Income              1,139          696          443       63.6%
Non-interest Expense             4,078        4,069            9        0.2%
Net Income                       1,371        1,094          277       25.3%
Loans                          310,858      299,963       10,895        3.6%
Deposits                       505,026      492,880       12,146        2.5%
Stockholders' Equity            77,037       76,399          638        0.8%

o    Net  income  increased  $277,000  primarily  as the  result  of a  $603,000
     increase in net interest income and non-interest income.

o    Net  interest  income  increased  $160,000  primarily  due to a decrease in
     interest expense.  The average cost of funds decreased 20 basis points on a
     linked quarter basis.

o    The  provision  for loan  losses  increased  $195,000  primarily  due to an
     increase in loans classified as substandard,  an increase in non-performing
     loans and an increase in commercial real estate and commercial  loans.  The
     Company  increased  its  allowance for loan losses as a percentage of total
     average loans to 0.84% from 0.75% on a linked quarter basis.

o    Non-interest income for the quarter increased $443,000 primarily due to net
     gains on the sale of securities and an increase in trading revenues,  which
     more than offset a writedown on real estate owned.

o    Non-interest  expense  increased  $9,000  due  to a  $156,000  increase  in
     salaries and employee benefits and occupancy and equipment costs which were
     offset by a decrease in other expense as the prior quarter  contained costs
     related to the  repurchase  of shares and a standstill  agreement  executed
     with a former stockholder.

o    Loans  receivable  increased  $10.9 million for the current quarter despite
     continued  heavy  prepayments.  Originations  and purchases of loans of $51
     million  for the  quarter  more than  offset  sales and  repayments  of $40
     million.

Deposits increased $12.1 million for the quarter. Core deposits (checking, money
market,  and  passbook)  increased  $5.7  million  and  certificates  of deposit
increased by $6.4 million.

                                       10

<PAGE>



Comparison of Financial Condition at March 31, 2003 from December 31, 2002
--------------------------------------------------------------------------

Total assets were $817.7  million at March 31, 2003,  representing a decrease of
$39.7 million from the balance of $857.4  million at December 31, 2002.  Trading
securities  decreased  $34.5  million,  which also  resulted in a  corresponding
decrease in the payable to brokers and dealers. Loans receivable increased $10.7
million  funded by an increase in  deposits  of $12.1  million.  Mortgage-backed
securities  decreased $16.1 million.  These  repayments were used to reduce FHLB
overnight advances of $15.0 million.

Investments  available  for  sale  decreased  $1.7  million,  primarily  due  to
maturities of $2.1 million and sales of $612,000.

Mortgage-backed  securities decreased $16.1 million, primarily due to repayments
of $44.4  million  and  sales of $32.2  million,  offset by  purchases  of $62.7
million.

Loans  receivable  increased $10.7 million,  or 3.6%, to $310.6 million at March
31, 2003 from $300.0  million at December 31, 2002.  This increase was primarily
the result of $47.4 million of loan  originations and loan purchases,  offset by
principal  repayments of $36.2 million.  One-to  four-family  residential  loans
decreased  by 5.1% while  commercial  real  estate  loans and  commercial  loans
increased by 5.7% and 24.8%, respectively.

Deposits  increased $12.1 million,  or 2.4%, to $505.0 million at March 31, 2003
from $492.9  million at December  31, 2002.  Checking  accounts and money market
accounts  increased $4.5 million;  passbook accounts  increased $1.2 million and
certificates of deposit increased $6.4 million.

FHLB advances  decreased  $15.0 million to $205.9 million at March 31, 2003 from
$220.9  million at December 31, 2002.  The decrease was due to the  repayment of
overnight borrowings.

Total stockholders' equity increased $638,000 to $77.0 million at March 31, 2003
from $76.4  million at December  31, 2002,  primarily  due to net income of $1.4
million,  partially  offset by a decrease  in  accumulated  other  comprehensive
income of $486,000 and by dividends  paid of $474,000.  Because of interest rate
changes,  the  Company's  accumulated  other  comprehensive  income  (loss)  may
fluctuate for each interim and year-end period.

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

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

                                                    At               At
                                               March 31, 2003  December 31, 2002
                                               --------------  -----------------
                                                   (Dollars in Thousands)

Total non-performing loans....................     $  893            $  506
Real estate owned.............................      1,574             1,717
                                                   ------            ------
Total non-performing assets...................     $2,467            $2,223
                                                   ======            ======

Total non-performing loans to
total loans...................................       0.29%             0.17%

Total non-performing assets to
total assets..................................       0.30%             0.26%

Allowance for loan loss.......................     $2,607            $2,209

Allowance for loan losses as a percentage
of total non-performing assets................     105.67%            99.37%

Allowance for loan losses as a percentage
of total non-performing loans.................     292.00%           437.00%

Allowance for loan losses as a percentage
of total average loans........................       0.84 %            0.78%



                                       11
<PAGE>


Comparison of Operations  for the  Three-Month  Periods Ended March 31, 2003 and
--------------------------------------------------------------------------------
2002
----

Net income for the quarter ended March 31, 2003 was $1.4 million or $.28 diluted
earnings  per share as  compared to net income of $1.1  million or $.18  diluted
earnings  per share for the quarter  ended March 31,  2002.  The increase in net
income was primarily due to an increase in net interest income and  non-interest
income,  which more than offset an increase in the provision for loan losses and
an increase in non-interest expense.

Net interest  income for the quarter ended March 31, 2003 increased  $361,000 or
7.7 % over the quarter ended March 31, 2002.

Interest income for the quarter ended March 31, 2003 increased  $94,000 over the
quarter  ended  March 31,  2002,  primarily  due to an  increase  in the average
balance of interest  earning  assets of $100.8  million,  partially  offset by a
decrease  in the  average  yield of 78 basis  points.  Interest  expense for the
quarter ended March 31, 2003 decreased $267,000 over the quarter ended March 31,
2002  due to a  decrease  in the  average  cost of  funds  of 69  basis  points,
partially  offset by an  increase  in the  average  balance of  interest-bearing
liabilities of $104.4 million.

The  provision  for loan losses for the quarter  ended March 31, 2003  increased
$247,000 over the quarter ended March 31, 2002. The Company's allowance for loan
losses as a percentage of total average loans  decreased to 0.84% from 1.01%,  a
year ago, due mainly to one commercial real estate loan that was charged off and
transferred to real estate owned.

Non-interest income for the quarter ended March 31, 2003 increased $537,000 over
the quarter  ended  March 31,  2002,  primarily  due to net gains on the sale of
securities  of  $586,000,  which more than offset a $144,000  writedown  on real
estate owned.  Such  writedown of real estate owned is reflective of the current
disposition value of this asset.

Non-interest  expense for the quarter  ended March 31, 2003  increased  $296,000
over the quarter  ended March 31, 2002,  primarily  due to increases in salaries
and employee benefits and occupancy and equipment costs of $157,000 and $88,000,
respectively.  Such costs  represent the addition of personnel and normal salary
increases as well as increases  in  maintenance  and  depreciation  expense.  In
addition,  the current year  quarter  included  $134,000 of interest  expense on
redeemable preferred securities not present in the prior year quarter.

Critical Accounting Policies
----------------------------

In  Management's  opinion,  the most critical  accounting  policy  impacting the
Company's  financial  statements  is the  evaluation  of the  allowance for loan
losses.  Management  carefully monitors the credit quality of the loan portfolio
and makes estimates about the amount of credit losses that have been incurred at
each financial statement date. Management evaluates the fair value of collateral
supporting the impaired loans using independent appraisals and other measures of
fair value.  This process involves  subjective  judgments and assumptions and is
subject  to change  based on  factors  that may be  outside  the  control of the
Company.

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

On March 31, 2003 the Bank was in compliance with its three  regulatory  capital
requirements as follows:

                                               Amount       Percent
                                              --------      -------
                                              (Dollars in Thousands)


Tangible capital..........................     $55,018        7.06%
Tangible capital requirement..............      11,687        1.50%
                                               -------        ----
Excess over requirement...................     $43,331        5.56%
                                               =======        ====

Core capital..............................     $55,018        7.06%
Core capital requirement..................      31,165        4.00%
                                               -------        ----
Excess over requirement...................     $23,853        3.06%
                                               =======        ====

Risk based capital........................     $57,626       14.76%
Risk based capital requirement............      31,228        8.00%
                                               -------        ----
Excess over requirement...................     $26,398        6.76%
                                               =======        ====

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.

                                       12

<PAGE>



The primary  investment  activity of the Company is the origination and purchase
of mortgage loans, mortgage-backed securities and other investments.  During the
three months  ended March 31,  2003,  the Company  originated  $47.4  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
loans  and   mortgage-backed   securities   totaled  $66.8  million  during  the
three-month  period ended March 31, 2003.  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'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, 2003, cash and cash  equivalents  totaled
$26.3 million. The Bank's liquidity ratio was 5.55% at March 31, 2003.

The Company anticipates that it will have sufficient funds available to meet its
current  commitments.  As of March 31,  2003,  the Company had $48.8  million in
commitments  to fund loans.  Certificates  of deposit,  which were  scheduled to
mature  in one year or less,  as of  March  31,  2003  totaled  $154.8  million.
Management believes that a significant portion of such deposits will remain with
the Company.

Additional Key Operating Information and Ratios
-----------------------------------------------

                                                            For the
                                                      Three Months Ended
                                                            March 31,
                                                     --------------------
                                                     2003(1)      2002(1)
                                                     -------      -------

Return on average assets                              0.67%       0.63%
Return on average equity                              7.13%       5.22%
Yield on average interest-earning assets              5.64%       6.42%
Cost of average interest-bearing liabilities          3.07%       3.77%
Interest rate spread (2)                              2.57%       2.65%
Net interest margin (3)                               2.80%       3.00%


                                      At March 31, 2003     At December 31, 2002
                                      -----------------     --------------------
Tangible book value per share (4)          $13.16                  $13.07


----------------
(1)  The ratios for the  three-month  periods  are  annualized  and yields  were
     adjusted for the effects of tax-free  investments  using the  statutory tax
     rate.
(2)  Interest rate spread represents the difference between the average yield on
     interest-earning   assets  and  the   average   cost  of   interest-bearing
     liabilities.
(3)  Net  interest  margin  represents  net interest  income as a percentage  of
     average interest-earning assets.
(4)  Tangible  book  value  per share  represents  stockholders'  equity  less
     goodwill divided by the number of shares issued and outstanding.


                                       13

<PAGE>



Quantitative and Qualitative Disclosures about Market Risk
----------------------------------------------------------

Qualitative  Analysis.  There have been no material changes from the Qualitative
Analysis  information  regarding  market risk  disclosed  under the heading "Net
Portfolio  Value" in the  Company's  Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations  included in the annual report on
Form 10-K for the year ended December 31, 2002.

Quantitative  Analysis.  Exposure to interest rate risk is actively monitored by
management.  The  Company's  objective  is to  maintain  a  consistent  level of
profitability  within  acceptable  risk  tolerances  across  a  broad  range  of
potential  interest  rate  environments.  The Company uses the OTS Net Portfolio
Value  ("NPV")  Model to monitor  its  exposure  to  interest  rate risk,  which
calculates  changes in net portfolio value.  Reports  generated from assumptions
provided  and  modified  by  management  are  reviewed  by  the  Asset/Liability
Management  Committee  and  reported to the Board of  Directors  quarterly.  The
Interest Rate  Sensitivity of the Net Portfolio Value Report shows the degree to
which balance sheet line items and net portfolio value are potentially  affected
by a 100 to 300 basis point (1 basis point equals 1/100th of a percentage point)
upward and downward parallel shift (shock) in the Treasury yield curve.

Since the NPV  Model  measures  exposure  to  interest  rate risk of the Bank to
assure capital  adequacy for the protection of the  depositors,  only the Bank's
financial  information is used for the model.  However,  the Bank is the primary
subsidiary  and most  significant  asset of the Company,  therefore  the OTS NPV
model provides a reliable basis upon which to perform the quantitative analysis.
The following  table  presents the Bank's NPV as of March 31, 2003.  The NPV was
calculated by the OTS, based on information provided by the Bank.

<TABLE>
<CAPTION>

                                                                       Net Portfolio Value
                                  Net Portfolio Value                    As a % of Assets
                                  -------------------                  -------------------
Change in Rates                                                   Net Portfolio
In Basis Points    Dollar Amount     Dollar Change    % Change     Value Ratio    Basis Point Change
---------------    -------------     -------------    --------    -------------   -------------------
<S>              <C>                 <C>               <C>         <C>               <C>

     300            $21,138             $(31,905)         (60%)       2.80%             (375)
     200             35,085              (17,959)         (34%)       4.52%             (203)
     100             47,269               (5,774)         (11%)       5.95%              (60)
       0             53,043                   --             --       6.55%                --
    (100)            49,141               (3,902)          (7%)       6.02%              (53)
    (200)                 *                    *              *           *                 *
    (300)                 *                    *              *           *                 *

</TABLE>

  * Scenario not used due to the low prevailing interest rate environment

Controls and Procedures
-----------------------

         (a) Evaluation of disclosure  controls and  procedures.  Based on their
evaluation  as of a date  within 90 days of the  filing  date of this  Quarterly
Report on Form 10-Q, the Registrant's  principal executive officer and principal
financial officer have concluded that the Registrant's  disclosure  controls and
procedures  (as defined in Rules  13a-14(c) and 15d-14(c)  under the  Securities
Exchange  Act of 1934  (the  "Exchange  Act"))  are  effective  to  ensure  that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms.

         (b) Changes in internal controls.  There were no significant changes in
the Registrant's  internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.

                                       14

<PAGE>


                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES

                                     PART II


ITEM 1.   LEGAL PROCEEDINGS

The Company is a party to routine legal  proceedings  in the ordinary  course of
business,  such  as  claims  to  enforce  liens,   condemnation  proceedings  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.  In the Company's  opinion,  such  lawsuits  pending or
known to be  contemplated  against  the  Company at March 31, 2003 would have no
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 16, 2003, the Annual Meeting of stockholders of the Company was held to
elect  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
         -------                         ---                          --------

     Add B. Anderson, Jr.       4,668,253 (97.8% of votes cast)       103,835
     Francis E. McGill, III     4,668,650 (97.8% of votes cast)       103,438


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

                  For                            Against             Abstain
                  ---                            -------             -------
       4,738,583 (99.4 % of votes cast)           28,370              5,135

ITEM 5.   OTHER INFORMATION

None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

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

              3(i)  Articles of Incorporation****
              3(ii) Amended Bylaws*****
              4.1   Shareholder Rights Plan**
              10.1  1992  Stock  Option  Plan  of  Roxborough-Manayunk  Federal
                    Savings Bank*
              10.2  1992  Management  Stock  Bonus  Plan of Roxborough-Manayunk
                    Bank*
              10.3  1994 Stock Option Plan of Roxborough-Manayunk Bank*
              10.4  1994  Management  Stock  Bonus  Plan of Roxborough-Manayunk
                    Bank*
              10.5  Employment Agreement with John F. McGill, Jr.****
              10.6  Employment Agreement with Jerry Naessens*
              10.7  1999 Stock Option Plan ***
              10.8  1999 Restricted Stock Plan***
              10.9  Consulting Agreement with Jerry Naessens******
              10.10 Amended Non-Qualified  Retirement  and Death  Benefit  with
                    Jerry Naessens******
              10.11 Split  Dollar   Life   Insurance   Agreement   with   Jerry
                    Naessens******
              99.0  Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

          b)  Reports on Form 8-K

          On April 22, 2003 the Company  filed a Form 8-K (Items 7 and 9), which
          included the Company's  first-quarter 2003 press release,  dated April
          21, 2003.

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

*    Incorporated  by  reference  to the  identically  numbered  exhibit  to the
     Company's Form S-1 Registration  Statement No. 333-48749 filed on March 27,
     1998.

**   Incorporated  by reference to Exhibit 1 to the Company's  Form 8-A filed on
     September 30, 1999.

                                       15

<PAGE>


***  Incorporated by reference to the appropriate exhibit of the Company's proxy
     material filed on June 21, 1999. (File No. 000-24353)

**** Incorporated by reference to the identically  numbered exhibits to the Form
     10-K for the year ended  December 31, 1999 filed on March 30,  2000.  (File
     No. 000-24353)

*****Incorporated by reference to the identically  numbered  exhibit to the Form
     10-K for the year ended  December 31, 2001 filed on March 12,  2002.  (File
     No. 000-24353)

****** Incorporated  by reference to the  identically  numbered  exhibits to the
     Form 10-K for the year ended  December  31,  2002 filed on March 19,  2003.
     (File No. 000-24353)


                                       16

<PAGE>



                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES

                                   SIGNATURES

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

                                              THISTLE GROUP HOLDINGS, CO.



Date: May 14, 2003                            By:  /s/ John F. McGill, Jr.
                                                   -----------------------------
                                                   John F. McGill, Jr.
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)



Date: May 14, 2003                            By:  /s/ Pamela M. Cyr
                                                   -----------------------------
                                                   Pamela M. Cyr
                                                   Chief Financial Officer
                                                   (Principal Financial Officer)


                                       17

<PAGE>
                            SECTION 302 CERTIFICATION

         I, John F. McGill, Jr., certify that:

1.   I have  reviewed  this  quarterly  report  on Form  10-Q of  Thistle  Group
     Holdings, Co.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  May 14, 2003                                  /s/ John F. McGill, Jr.
                                                     ---------------------------
                                                     John F. McGill, Jr.
                                                     Chief Executive Officer
<PAGE>

                            SECTION 302 CERTIFICATION

         I, Pamela M. Cyr, certify that:

1.   I have  reviewed  this  quarterly  report  on Form  10-Q of  Thistle  Group
     Holdings, Co.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date:  May 14, 2003                                  /s/ Pamela M. Cyr
                                                     ---------------------------
                                                     Pamela M. Cyr
                                                     Chief Financial Officer