SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 1999

                                       OR

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

For the transition period from ____________________to _______________________

                         Commission file number 0-24353

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

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

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

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


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

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

                  Yes                       No
                      -------                 -------

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date August 5 , 1999


          Class                                        Outstanding
--------------------------------------------------------------------------------
         $.10 par value common stock                7,761,020 shares



<PAGE>

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


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

Item 1.  Financial Statements and Notes Thereto ..........................    1
Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations..............................    8
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.......   14

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings................................................   15
Item 2.  Changes in Securities............................................   15
Item 3.  Defaults upon Senior Securities..................................   15
Item 4.  Submission of Matters to a Vote of Security Holders..............   15
Item 5.  Other Information................................................   15
Item 6.  Exhibits and Reports on Form 8-K.................................   16

                                   SIGNATURES


<PAGE>

                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                               June 30,  December 31,
                                                                                 1999        1998
                                                                             (Unaudited)
<S>                                                                          <C>          <C>
ASSETS
Cash on hand and in banks .................................................   $   4,592    $   2,522
Interest-bearing deposits .................................................      15,297       23,614
                                                                              ---------    ---------
         Total cash and cash equivalents ..................................      19,889       26,136
Investments held to maturity (approximate fair
         value of $53,958) ................................................        --         54,129
Investments available for sale at fair value
         (amortized cost of $132,070 and $20,133) .........................     126,537       20,274
Mortgage-backed securities available for sale
         at fair value (amortized cost of $207,658 and $228,574) ..........     204,193      229,883
Loans receivable (net of allowance for loan losses of
         $1,164 and $1,036) ...............................................     139,921      133,908
Loans held for sale .......................................................       3,668        2,558
Accrued interest receivable ...............................................       3,613        3,265
Federal Home Loan Bank stock - at cost ....................................       7,844        5,344
Real estate acquired through foreclosure - net ............................         133           82
Office properties and equipment - net .....................................       2,450        2,487
Cash surrender value of life insurance ....................................      11,071       10,810
Prepaid expenses and other assets .........................................       1,218        3,163
Deferred income taxes .....................................................       3,681         --
                                                                              ---------    ---------
         TOTAL ASSETS .....................................................   $ 524,218    $ 492,039
                                                                              =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
         Deposits .........................................................   $ 278,544    $ 276,390
         Accrued interest payable .........................................         689          469
         Advances from borrowers for taxes and insurance ..................       1,642        2,229
         FHLB advances ....................................................     156,884      106,884
         Accounts payable and accrued expenses ............................       3,508        3,465
         Dividends payable ................................................         388          450
         Accrued income taxes .............................................         149        1,476
         Deferred income taxes ............................................        --            447
                                                                              ---------    ---------
                  TOTAL LIABILITIES .......................................     441,804      391,810
                                                                              =========    =========
Commitments and Contingencies
Stockholders' Equity
         Preferred stock, no par value - 10,000,000 shares authorized,
         none issued in 1999 and 1998 .....................................        --           --
         Common stock - $.10 par, 40,000,000 shares authorized, 8,999,989
         issued in 1999 and  1998; 7,761,020 outstanding  June 30, 1999 and
         8,999,989 outstanding December 31, 1998 ..........................         900          900
         Additional paid-in capital .......................................      93,711       94,616
         Employee Stock Ownership Plan ....................................      (5,866)      (6,075)
         Treasury stock at cost, 1,238,969 shares at June 30, 1999 ........     (12,042)        --
         Accumulated other comprehensive income ...........................      (5,944)         957
         Retained earnings - partially restricted .........................      11,655        9,831
                                                                              ---------    ---------
                  Total stockholders' equity ..............................      82,414      100,229
                                                                              ---------    ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................................   $ 524,218    $ 492,039
                                                                              =========    =========

See notes to unaudited consolidated financial statements.
</TABLE>

                                        1
<PAGE>
                  Thistle Group Holdings, Co. and subsidiaries
                        CONSOLIDATED STATEMENTS OF INCOME
                                 (IN THOUSANDS)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                            For the Three Months For the Six Months
                                                                        Ended June 30,                Ended June 30,
                                                                        --------------                --------------
                                                                      1999           1998           1999          1998
INTEREST INCOME:
<S>                                                            <C>            <C>            <C>           <C>
   Interest on loans ........................................   $     2,782    $     1,915    $     5,531   $     4,271
   Interest on mortgage-backed securities ...................         3,360          1,862          6,774         3,707
   Interest and dividends on investments ....................         2,169          1,207          3,776         1,833
                                                                -----------    -----------    -----------   -----------
          Total interest income .............................         8,311          4,984         16,081         9,811
                                                                -----------    -----------    -----------   -----------

INTEREST EXPENSE:
   Interest on deposits .....................................         2,864          2,663          5,717         5,175
   Interest on borrowed money ...............................         1,824            114          3,271           228
                                                                -----------    -----------    -----------   -----------
          Total interest expense ............................         4,688          2,777          8,988         5,403
                                                                -----------    -----------    -----------   -----------

NET INTEREST INCOME .........................................         3,623          2,207          7,093         4,408

PROVISION FOR LOAN LOSSES ...................................           120             15            150            30
                                                                -----------    -----------    -----------   -----------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES .............................................         3,503          2,192          6,943         4,378
                                                                -----------    -----------    -----------   -----------
OTHER INCOME:
   Service charges and other fees ...........................           114            102            213           187
  Gain on sale of real estate owned .........................             6             --              6             2
  Loss on sale of mortgage-backed securities ................           (16)            --            (16)           --
  Gain of sale of investments ...............................           259             --            261            --
  Rental income .............................................            37             41             84            78
                                                                -----------    -----------    -----------   -----------
          Total other income ................................           400            143            548           267
                                                                -----------    -----------    -----------   -----------


OTHER EXPENSES:
   Salaries and employee benefits ...........................         1,038            928          2,053         1,862
   Occupancy and equipment ..................................           276            237            541           464
   Federal insurance premium ................................            43             36             85            72
   Professional fees ........................................           155             63            274           136
   Advertising and promotion ................................            56             37             85            75
   Other ....................................................           499            338            950           674
                                                                -----------    -----------    -----------   -----------
          Total other expenses ..............................         2,067          1,639          3,988         3,283
                                                                -----------    -----------    -----------   -----------

INCOME BEFORE INCOME TAXES ..................................         1,836            696          3,503         1,362
                                                                -----------    -----------    -----------   -----------

INCOME TAXES ................................................           427            272            889           515
                                                                -----------    -----------    -----------   -----------

NET INCOME ..................................................   $     1,409    $       424    $     2,614   $       847
                                                                ===========    ===========    ===========   ===========

BASIC EARNINGS PER SHARE ....................................   $    $0.19             N/A    $      0.35           N/A
                                                                ===========    ===========    ===========   ===========
DILUTED EARNINGS PER SHARE ..................................   $     0.19             N/A    $      0.35           N/A
                                                                ===========    ===========    ===========   ===========

WEIGHTED AVERAGE SHARES
   OUTSTANDING - BASIC ......................................     7,314,902            N/A      7,483,232           N/A
WEIGHTED AVERAGE SHARES

OUTSTANDING - DILUTED ....................................        7,410,652            N/A      7,610,123           N/A
</TABLE>

See notes to unaudited consolidated financial statements.

                                        2
<PAGE>

                THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (IN THOUSANDS)
                                 (Unaudited)
<TABLE>
<CAPTION>
                                                                                     For the Six Months
                                                                                       Ended June 30
                                                                                    --------------------
                                                                                       1999       1998
                                                                                    --------   ---------
<S>                                                                               <C>         <C>
OPERATING ACTIVITIES:
Net income .....................................................................   $  2,614    $    847
Adjustments to reconcile income to net cash provided
   by operating activities:
   Provision for loan losses ...................................................        150          30
   Depreciation ................................................................        211         114
   Amortization of stock benefit plans .........................................        188           -
Amortization of net premiums (discounts) on:
   Loans purchased .............................................................         38          29
   Investments .................................................................       (645)       (449)
   Mortgage-backed securities ..................................................        817         335
Gain on sale of investments ....................................................       (261)          -
Loss on sale of mortgage-backed securities .....................................         16           -
Gain on sale of real estate owned ..............................................         (6)         (2)
Decrease (increase) in other assets ............................................        765        (703)
(Decrease) increase in other liabilities .......................................     (1,126)     47,709
                                                                                   --------    --------
Net cash provided by  operating activities .....................................      2,761      47,910
                                                                                   --------    --------
INVESTING ACTIVITIES:
Principal collected on:
   Mortgage-backed securities ..................................................     31,639      17,613
   Loans .......................................................................     16,539      11,946
Loans originated ...............................................................    (20,090)    (13,057)
Loans acquired .................................................................     (3,810)       (324)
Purchases of:
    Investments ................................................................    (62,320)     (5,570)
    Mortgage-backed securities .................................................    (39,285)    (21,529)
    Office properties and equipment ............................................       (174)       (100)
    FHLB Stock .................................................................     (2,500)       (185)
Proceeds from sale of investments ..............................................      4,653           -
Proceeds from the sale of mortgage-backed securities ...........................     27,728           -
Proceeds from sale of real estate owned ........................................          6          33
Maturities and calls of investments ............................................        764       6,000
                                                                                   --------    --------
Net cash  used in investing activities .........................................    (46,850)     (5,173)
                                                                                   --------    --------
FINANCING ACTIVITIES:
Net  increase in deposits ......................................................      2,154      18,941
Net decrease in advances from borrowers for
   taxes and insurance .........................................................       (587)       (537)
Net increase in FHLB borrowings ................................................     50,000           -
Purchase of treasury stock .....................................................    (13,149)          -
Net proceeds from exercise of stock options ....................................        214           -
Cash dividends .................................................................       (790)        (82)
                                                                                   --------    --------
Net cash  provided by financing activities .....................................     37,842      18,322
                                                                                   --------    --------
Net (decrease) increase in cash and cash equivalents ...........................     (6,247)     61,059
Cash and cash equivalents, beginning of period .................................     26,136      20,151
                                                                                   --------    --------
Cash and cash equivalents, end of period .......................................   $ 19,889    $ 81,210
                                                                                   ========    ========
SUPPLEMENTAL DISCLOSURES
Interest paid on deposits and funds borrowed ...................................   $  8,768    $  5,175
Income taxes paid ..............................................................        467         514
Noncash transfers from loans to real estate owned ..............................         45         108
Noncash transfer investments held to maturity to available for sale ............     54,129           -
</TABLE>


See notes to unaudited consolidated financial statements

                                        3
<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 1 - PRINCIPLES OF CONSOLDIATION

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

NOTE 2 - BASIS OF PRESENTATION

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

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

NOTE 3 - CONVERSION AND REORGANIZATION

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

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

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

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

         As  part of the  Conversion  and  Reorganization,  the  Employee  Stock
         Ownership  Plan (the "ESOP")  borrowed  funds from the Company and used
         the funds to purchase 628,509 shares of common stock. At June 30, 1999,
         41,900

                                        4
<PAGE>

         shares  were  committed  to be  released  of which  20,950  shares were
         allocated  to  participants.  The  Company  accounts  for  its  ESOP in
         accordance   with  AICPA   Statement  of  Position  93-6,   "Employers'
         Accounting  for Employee  Stock  Ownership  Plans",  which requires the
         Company to recognize  compensation  expense  equal to the fair value of
         the ESOP shares during the periods in which they become committed to be
         released.  To the extent that the fair value of the ESOP shares differs
         from the cost of such  shares,  this  differential  will be  charged or
         credited to equity as additional  paid-in capital.  Management  expects
         the recorded  amount of expense to fluctuate as continuing  adjustments
         are  made to  reflect  changes  in the fair  value of the ESOP  shares.
         Employers with internally leveraged ESOP's, such as the Company, do not
         report the loan  receivable from the ESOP as an asset and do not report
         the ESOP  debt from the  employers  as a  liability.  For the three and
         six-months  ended  June 30,  1999  the  Company  recorded  compensation
         expense related to the ESOP of $93 and $188, respectively.
         NOTE 5 - INVESTMENTS

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

         Investments Available for Sale
<TABLE>
<CAPTION>
                                                                      June 30, 1999                       December 31, 1998
                                                               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....................................      $   5,026          $    5,208
         5 to 10 years...................................          3,000               2,912
         More than 10 years..............................         45,000              43,506
         FHLB and FHLMC Bonds............................         17,013              15,186
         Municipal bonds - more than 10 years............         40,039              37,942
         Mutual Funds....................................          1,315               1,315       $   1,285              $  1,285
         Capital Trust Securities........................         13,943              13,232          11,774                11,647
         Equity investments..............................          5,802               6,304           6,324                 6,592
         Other...........................................            932                 932             750                   750
                                                               ---------       -------------       ---------           -----------

         Total...........................................       $132,070            $126,537         $20,133              $ 20,274
                                                                ========            ========         =======             =========
</TABLE>

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

         Total...............................................................................        $54,129               $53,958
                                                                                                     =======                ======
</TABLE>
                                        5
<PAGE>

NOTE 6 - MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

         Mortgage-backed  securities  at June 30,  1999 and  December  31,  1998
consisted of the following:
<TABLE>
<CAPTION>
                                                                      June 30, 1999                       December 31, 1998
                                                               Amortized         Approximate       Amortized           Approximate
                                                                  Cost            Fair Value          Cost             Fair Value
                                                                  ----            ----------          ----             ----------
<S>                                                             <C>                 <C>             <C>                  <C>
         GNMA pass-through certificates...................      $105,410            $103,874        $134,216             $134,781
         FNMA pass-through certificates...................        80,875              78,573          64,852               65,129
         FHLMC pass-through certificates..................        19,775              20,172          26,512               27,068
         FHLMC real estate mortgage investment conduits...         1,598               1,574           2,994                2,905
                                                              ----------         -----------      ----------           ----------

         Total............................................      $207,658            $204,193        $228,574             $229,883
                                                                ========            ========        ========             ========
</TABLE>

NOTE 7 - LOANS RECEIVABLE

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

                                                June 30, 1999  December 31. 1998
                                                -------------  -----------------

        Mortgage loans:
                 1-4 family residential .........   $ 105,877    $ 108,585
                 Other dwelling units ...........      22,436       17,542
        Home equity lines of credit
                 and improvement loans ..........       8,235        8,273
        Commercial non-mortgage loans ...........       3,075          269
        Construction loans ......................       2,164          868
        Loans on savings accounts ...............         213          218
        Consumer loans ..........................         126          126
                                                    ---------    ---------

                 Total Loans ....................     142,126      135,881
                                                    ---------    ---------
        Plus: unamortized premiums ..............         350          374
        Less:
                 Net discounts on loans purchased         (32)         (30)
                 Deferred  loan fees ............      (1,359)      (1,281)
                 Allowance for loan losses ......      (1,164)      (1,036)
                                                    ---------    ---------

        Total ...................................   $ 139,921    $ 133,908
                                                    =========    =========

NOTE 8 - DEPOSITS

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

        <S>                                   <C>                  <C>           <C>                      <C>
         NOW accounts and
            transaction checking............   $ 19,902             7.2%          $ 18,142                 6.6%
         Money Market Demand accounts.......      9,749             3.5%            13,857                 5.0%
         Passbook accounts..................    101,775            36.5%           100,627                36.4%
         Certificate accounts...............    147,118            52.8%           143,764                52.0%
                                                -------            -----           -------                -----

         Total                                 $278,544             100%          $276,390               100.0%
                                               ========             =====         =========              =======

</TABLE>
                                        6
<PAGE>



NOTE 9 - EARNINGS PER SHARE

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

NOTE 10 - COMPREHENSIVE INCOME (LOSS)

         For the three and six months ended June 30, 1999, the Company  reported
         total comprehensive losses of $4,800 and $4,400, respectively.  For the
         three and six month  periods  of the prior  year the  Company  reported
         total comprehensive income of $262 and $1,100 respectively. Such income
         or loss  consisted  of  unrealized  losses or gains,  net of taxes,  on
         available for sale securities for the three and six month periods ended
         June 30,  1999 and 1998 and a  reclassification  adjustment  for  gains
         included in net income for the three and six month  periods  ended June
         30, 1999.

NOTE 11 - RECENT ACCOUNTING PRONOUNCEMENTS

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

NOTE 12 - DIVIDENDS

         On June 17,  1999 the  Company  declared a  dividend  of $.05 per share
         payable July 15, 1999 to stockholders of record June 30, 1999.

                                        7

<PAGE>

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

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

General
-------

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

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

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

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

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

The Company had total assets of $524.2 million as of June 30, 1999, representing
an increase of $32.2  million from the balance of $492.0  million as of December
31, 1998.  The increase was due to $50 million in purchases of  investments  and
mortgage-backed  securities  funded with FHLB  advances  offset by a decrease in
cash which was used for the stock  repurchase  program.  1.3 million shares were
repurchased during the six-month period at an average per share price of $9.74.

Cash and cash  equivalents  decreased  $6.2 million or 24% from $26.1 million at
December  31,  1998 to $19.9  million  at June  30,  1999  primarily  due to the
repurchase of stock.

Investments  increased  $52.1  million or 70% from $74.4 million at December 31,
1998 to $126.5  million at June 30, 1999  primarily  due to  purchases  of $62.3
million offset by sales of $4.6 million and maturities of $764,000.

Mortgage-backed  securities decreased $25.7 million or 11% from $229.9 to $204.2
at June 30, 1999.  This  decrease was the result of $31.6  million in repayments
and sales of $27.7 million offset by purchases of $39.3 million.

Loans  increased  $7.1 million or 5% from $136.5 million at December 31, 1998 to
$143.6  million at June 30, 1999.  This increase was the result of $20.1 million
of  originations  including  $5.8  million of  non-residential  loans,  and $3.8
million in  non-residential  loan purchases,  offset by principal  repayments of
$16.5 million.

                                        8
<PAGE>

Deposits  increased  $2.1 million or 1% from $276.4 million at December 31, 1998
to $278.5  million at June 30,  1999.  Certificates  of deposit  increased  $3.3
million, passbook accounts increased $1.1 million and NOW accounts, transactions
checking and money market accounts decreased $2.3 million.

FHLB advances  increased $50 million or 47% from $106.9  million at December 31,
1998 to  $156.9  million  at June  30,  1999  as part of a  continuing  leverage
strategy.  The additional  borrowings  include a $10.0 million 5.05% convertible
advance  with a scheduled  maturity of 2002,  $10.0  million  4.62%  convertible
advance with  scheduled  maturity of 2009, and $30.0 million in open REPO's with
average  rates  of  approximately  4.95%.  The  advances  were  used to fund the
purchase  of $40  million in  investments  and $10  million  in  mortgage-backed
securities.

Total stockholders' equity decreased $17.8 million or 18% from $100.2 million at
December 31, 1998 to $82.4  million at June 30, 1999  primarily due to the stock
repurchase and additional  unrealized  losses on securities  available for sale.
1.3 million shares were repurchased at an average cost of $9.74 a share.

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

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


                                                  At                 At
                                            June 30, 1999     December 31, 1998
                                            --------------    -----------------
                                                   (Dollars in Thousands)
      Total non-performing loans ..............   $  432          $  393
      Real estate owned .......................      133              82
                                                  ------          ------

      Total non-performing assets .............   $  565          $  475
                                                  ======          ======

      Total non-performing loans to
      total loans .............................      .30%            .28%

      Total non-performing assets to
      total assets ............................      .11%            .09%

      Allowance for loan loss .................   $1,164          $1,036

      Allowance for loan losses as a percentage
      of total non-performing assets ..........      206%            218%

      Allowance for loan losses as a percentage
      of total non-performing loans ...........      269%            264%

      Allowance for loan losses as a percentage
      of total average loans ..................      .85%            .94%


Comparison of Earnings for the Three and Six Month Periods Ended June
30, 1999 and 1998
--------------------------------------------------------------------------------

Net  Income.  Net  income  for the  three and six  months  ended  June 30,  1999
increased $985,000 or 232% and $1.8 million or 209%, respectively, over the same
periods in 1998.  The  increase for the three month period is due to an increase
in net  interest  income of $1.4  million  and an  increase  in other  income of
$257,000 offset somewhat by an increase of $428,000 in non-interest expense. The
increase  for the six month  period is due to an increase of $2.7 million in net
interest  income and an increase of $281,000 in other income offset  somewhat by
an increase of $705,000 in other non-interest expense.

Total Interest  Income.  Interest income for the three and six months ended June
30, 1999 increased $3.3 million or 67% and $6.3 million or 64%, respectively, as
compared to the same periods in 1998.  The increase for the  three-month  period
was due  primarily  to an  increase of $218  million in the  average  balance of
interest-earning  assets  offset by a decrease in the average  yield of 48 basis
points.  The increase for the six-month  period was due primarily to an increase
of $210 million in the average  balance of  interest-earning  assets offset by a
decrease in the average yield of 54 basis points.

                                        9
<PAGE>

Total Interest Expense. Interest expense for the three and six months ended June
30, 1999 increased $1.9 million or 69% and $3.6 million or 66%, respectively, as
compared to the same periods in 1998.  The increase for the  three-month  period
was due  primarily  to an  increase of $172  million in the  average  balance of
interest-bearing  liabilities  and to a lesser  extent by an increase of 3 basis
points in the average cost of funds.  The increase for the six-month  period was
due  primarily  to an  increase  of  $162  million  in the  average  balance  of
interest-bearing  liabilities  and to a lesser  extent by an increase of 4 basis
points in the average  cost of funds.  The  Company  utilized  FHLB  advances to
leverage its balance sheet.  Such funds  typically have higher rates of interest
than traditional deposits.

Net Interest Income. Net interest income for the three and six months ended June
30, 1999 increased $1.4 million or 64% and $2.7 million or 61%, respectively, as
compared to the same periods in 1998 due to the reasons discussed above. The net
interest spread,  the difference between the average rate earned and the average
rate paid, decreased by 50 basis points to 2.32% for the three months ended June
30,  1999  from  2.46%  for the same  period in 1998.  The net  interest  spread
decreased  by 57 basis  points to 2.29% for the six months  ended June 30,  1999
from 2.86% for the same period in 1998.

Provision  for Losses on Loans.  The provision for losses on loans for the three
and six months ended June 30, 1999 totaled $120,000 and $150,000,  respectively,
compared to $15,000 and $30,000  for the same  periods in 1998.  Provisions  for
losses  included  charges to reduce the  recorded  balances  of  mortgage  loans
receivable  and the  collateral  real estate to their  estimated net  realizable
value or fair value,  as applicable.  Such  provisions are based on management's
estimate of net realizable value or fair value of the collateral, as applicable,
considering  the current and  currently  anticipated  future  operating or sales
conditions,  thereby causing these  estimates to be particularly  susceptible to
changes that could result in a material  adjustment  to results of operations in
the near term.  Recovery of the carrying  value of such loans and its collateral
is dependent to a great extent on economic,  operating and other conditions that
may be beyond the Company's control.

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

Other  Income.  Other  income for the three and six months  ended June 30,  1999
increased  $257,000 or 180% and $281,000 or 105%,  respectively,  as compared to
the same  periods  in 1998 due mainly to a  non-recurring  gain on the sale of a
small portion of equity securities.

Other Expenses.  Other expenses for the three and six months ended June 30, 1999
increased $428,000 or 26% and $705,000 or 21%, respectively,  as compared to the
same periods in 1998. For the three month period, salaries and employee benefits
increased $110,000 due to normal salary increases, the addition of personnel and
the expense related to the employee stock ownership plan, somewhat offset by the
decrease in profit sharing  expense which was suspended in July 1998.  Occupancy
and  equipment  increased  $39,000 due to  additional  depreciation  for the new
computer system purchased in August 1998.  Professional  fees increased  $92,000
due to  accounting  and legal fees  associated  with being a listed  company and
consulting  fees  related to Y2K  contingency  planning  and  activities  at the
holding  company.  Other  expense  increased  $161,000 due to $40,000 for annual
report and proxy production  costs,  $20,000 related to sponsorship of community
events,  an  increase  in  payroll  taxes of  $20,000  and  other  miscellaneous
increases.  For the six-month  period salaries and employee  benefits  increased
$191,000,  occupancy and equipment costs increased  $77,000,  professional  fees
increased  $138,000  and other  increased  $276,000  due  mainly to the  reasons
discussed above.

Income Tax Expense.  The Company  recognized  income tax expenses of $427,000 or
23.3% of pre-tax income,  and $889,000 or 25.4% of pre-tax income for the three-
and six month periods ended June 30, 1999 respectively,  as compared to $272,000
or 39.1% of pre-tax  income and $515,000 or 37.8% of pre-tax income for the same
periods of the prior year. The primary reason for the decrease in the percentage
of tax expense  was the  reduction  in state taxes and the  increase in tax-free
income  resulting  from  purchases  of  tax-exempt  securities,  as the  Company
employed various strategies to reduce both federal and state income taxes.

                                       10
<PAGE>

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

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

                                                              Amount     Percent
                                                              ------     -------
                                                               (in Thousands)
         Tangible capital.........................           $61,897     12.15%
         Tangible capital requirement.............             7,643      1.50%
                                                               -----      -----
         Excess over requirement..................           $54,254     10.65%
                                                              ======     ======

         Core capital.............................           $61,897     12.15%
         Core capital requirement.................            15,286      3.00%
                                                              ------      -----
         Excess over requirement..................           $46,611      9.15%
                                                              ======      =====


         Risk based capital.......................           $63,061     39.51%
         Risk based capital requirement...........            12,768      8.00%
                                                              ------      -----
         Excess over requirement..................           $50,293     31.51%
                                                              ======     ======


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

The primary  investment  activity of the Company is the origination and purchase
of mortgage loans, mortgage-backed securities and other investments.  During the
six months ended June 30, 1999, the Company originated $20.1 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 $43.1 million during the six-month
period ended June 30, 1999. Other investment  activities  include  investment in
U.S. government and federal agency obligations, municipal bonds, debt and equity
investments in financial  services firms, FHLB of Pittsburgh  stock,  commercial
and consumer loans.

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

The Bank is required to maintain  minimum  levels of liquid assets as defined by
OTS regulations.  The  requirement,  which may be varied at the direction of the
OTS  depending  upon  economic  conditions  and deposit  flows,  is based upon a
percentage of deposits and short-term borrowings.  The required minimum ratio is
currently 4.0%. The Bank's liquidity ratio was 10.0 % at June 30, 1999.

The Company's  most liquid assets are cash and cash  equivalents,  which include
investments in highly liquid short-term  investments.  The level of these assets
is dependent on the Company's  operating,  financing  and  investing  activities
during any given period.  At June 30, 1999,  cash and cash  equivalents  totaled
$19.9 million.

The Company anticipates that it will have sufficient funds available to meet its
current  commitments.  As of June 30,  1999,  the Company  had $16.8  million in
commitments to fund loans and $672,000 in  commitments  to purchase  securities.
Certificates of deposit which were scheduled to mature in one year or less as of
June 30, 1999 totaled  $119.6  million.  Management  believes that a significant
portion of such deposits will remain with the Company.

                                       11
<PAGE>

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

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

Additional Key Operating Ratios
-------------------------------
<TABLE>
<CAPTION>
                                                           For the                               For the
                                                      Three Months Ended                     Six Months Ended
                                                            June 30,                             June 30,
                                                            --------                             --------
                                                    1999(1)          1998(1)              1999(1)       1998(1)
<S>                                                <C>                <C>                 <C>            <C>
 Return on average assets....................        1.09%              .56%                1.03%          .55%
 Return on average equity....................        6.52%             6.07%                5.91%         5.93%
 Yield on average interest-earning assets....        6.73%             7.21%                6.67%         7.21%
 Cost of average interest-bearing liabilities        4.41%             4.38%                4.39%         4.35%
 Interest rate spread (2)....................        2.32%             2.82%                2.29%         2.86%
 Net interest margin.........................        2.93%             3.02%                2.94%         3.02%

                                                        At June 30, 1999
                                                        ----------------
 Tangible book value per share...............                $10.62
</TABLE>

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

Year 2000
---------

The following  discussion of the  implications  of the year 2000 problem for the
Company  contains  numerous  forward-looking   statements  based  on  inherently
uncertain information. The cost of the project and the date on which the Company
plans to complete the internal Year 2000 modifications are based on management's
best  estimates,  which are derived  utilizing a number of assumptions of future
events including the continued  availability of internal and external resources,
third party modifications and other factors.  However, there can be no guarantee
that  these  statements  will be  achieved  and  actual  results  could  differ.
Moreover,  although  management  believes it will be able to make the  necessary
modifications  in advance,  there can be no guarantee that failure to modify the
systems would not have a material adverse effect on the Bank or the Company.

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

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

The Year 2000  issues  also may  affect  certain  bank  customers,  particularly
commercial credit customers. At December 31, 1998, the Company had contacted the
majority of its commercial loan customers  regarding their awareness of the Year
2000 issue.  Subsequent to December 31, 1998 the Company  implemented as part of
its  underwriting  guidelines,  a process of  obtaining  documentation  from the
borrower  addressing  customer Y2K  compliance.  While no assurance can be given
that the

                                       12
<PAGE>


customers  will  be  Year  2000  compliant,   management   believes,   based  on
representation  of such  customers  and their  response  to a Year 2000  ("Y2K")
questionnaire  provided by the Company, that the customers are either addressing
the Y2K issues to insure  compliance,  or that they are not faced with  material
Y2K issues. In substantially all cases, the credit extended to such borrowers is
collateralized by real estate, which inherently minimizes the Company's exposure
in the event that such  borrowers  do  experience  problems  becoming  Year 2000
compliant.

As a practical  matter,  individual  mortgage  loan,  consumer  loan and smaller
commercial loan customers were not contacted  regarding their Y2K readiness.  It
was deemed to be beyond the scope of our  testing  parameters  to contact  these
borrowers.  Further,  most of these are individuals with adequate collateral for
their loans. If the Plan fails to significantly  address the Year 2000 issues of
the Company,  the following,  among other things,  could  negatively  affect the
Company:

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

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

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

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

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

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

The Y2K committee  submits  monthly status reports  regarding the Company's year
2000 events to the board of directors. The Company has also developed a customer
awareness  program.  This program  focuses on educating  customers  about Y2K to
increase their level of confidence within the banking industry and to reduce the
likelihood of dramatic changes in customer  behavior during the rollover period.
In  addition,  information  about the  Company's  Y2K  efforts has been and will
continue to be communicated to customers.

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

                                       13
<PAGE>


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

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

The Company  constantly  monitors  its  deposits in an effort to decrease  their
interest rate sensitivity. Rates of interest paid on deposits at the Company are
priced competitively in order to meet the Company's  asset/liability  management
objectives and spread  requirements.  As of June 30, 1999, the Company's savings
accounts,  checking  accounts and money market deposit  accounts  totaled $131.4
million or 47% of its total deposits. The Company believes,  based on historical
experience,  that a substantial portion of such accounts represent  non-interest
rate sensitive core deposits.

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


                                       14

<PAGE>


                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES

                                     PART II


ITEM 1.   LEGAL PROCEEDINGS

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

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

          Not applicable

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          Not applicable

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

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

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

                  The following  director's  terms continued after the Annual
                  Meeting:  Francis E. McGill,  III, Add B. Anderson,  Jr.,
                  Jerry Naessens, and William A. Lamb, Sr.

                  With respect to the  ratification  of Deloitte & Touche LLP as
                  the Company's independent certified  accountants,  the results
                  were as follows:
<TABLE>
<CAPTION>
                 <S>                       <C>                            <C>
                  6,086,332 Votes for       132,833 Votes against and      20,841 Votes abstaining
                  ---------                 -------                        ------
</TABLE>

ITEM 5.   OTHER INFORMATION

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


                                       15

<PAGE>



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

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

             3.1  Articles of Incorporation *
             3.2  Bylaws *
            10.1  1992 Stock Option Plan of Roxborough-Manayunk Bank *
            10.2  1992 Management Stock Bonus Plan of Roxborough-Manayunk Bank *
            10.3  1994 Stock Option Plan of Roxborough-Manayunk Bank *
            10.4  1994 Management Stock Bonus Plan of Roxborough-Manayunk Bank *
            10.5  Employment   Agreement   with  Jerry  Naessens  *
            10.6  Employment  Agreement  with  John F.  McGill,  Jr. *
            10.7  1999 Stock Option Plan **
            10.8  1999 Restricted Stock Plan **
            20    Dividend Reinvestment Plan ***
            27    Financial Data Schedule (electronic filing only)

          (b)     No  reports on  Form  8-K were filed during  the quarter ended
                  June 30, 1999.

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

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

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


                                       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:    August 6, 1999                By: /s/John F. McGill, Jr.
                                           -------------------------------------
                                           John F. McGill, Jr.
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)




Date:    August 6, 1999                By: /s/Jerry Naessens
                                           -------------------------------------
                                           Jerry Naessens
                                           Chief Financial Officer
                                           (Principal Officer)