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, 2001

                         OR

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

For the transition period from               to
                               -------------    ------------

                         Commission file number 0-24353

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

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

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

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

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

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

         Yes            X                   No
                  -------------                      -------------

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date, August 6, 2001.

                  Class                                     Outstanding
--------------------------------------------------------------------------------
         $.10 par value common stock                         6,739,955

<PAGE>

                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                                    FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 2001

                                      INDEX

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

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

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

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

PART II - OTHER INFORMATION

    Item 1.    Legal Proceedings.............................................14

    Item 2.    Changes in Securities.........................................14

    Item 3.    Defaults upon Senior Securities...............................14

    Item 4.    Submission of Matters to a Vote of Security Holders...........14

    Item 5.    Other Information.............................................14

    Item 6.    Exhibits and Reports on Form 8-K..............................14

SIGNATURES        ...........................................................15



<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
            UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                      June 30, 2001        December 31, 2000
                                                                                      -------------        -----------------

<S>                                                                                  <C>                        <C>
ASSETS
Cash on hand and in banks ......................................................       $    2,449                 $   4,132
Interest-bearing deposits ......................................................           18,798                    16,188
                                                                                       ----------                    ------
                  Total cash and cash equivalents ..............................           21,247                    20,320
Investments held to maturity
                  (approximate fair value of $75,176)...........................           75,780                        --
Investments available for sale at fair value
                  (amortized cost of $34,164 and $134,858) .....................           33,116                   128,198
Mortgage-backed securities available for sale at fair value
                  (amortized cost of $268,387 and $258,297) ....................          270,595                   258,870
Trading securities..............................................................           35,180                    28,034
Loans receivable (net of allowance for loan losses of
                  $1,899 and $1,682) ...........................................          240,848                   215,832
Loans held for sale ............................................................               --                     3,528
Accrued interest receivable ....................................................            4,512                     4,711
FHLB stock - at cost ...........................................................            8,594                     8,594
Real estate acquired through foreclosure - net .................................               74                        47
Office properties and equipment - net ..........................................            6,375                     6,920
Cash surrender value of life insurance .........................................           12,283                    12,066
Excess of cost over fair value of net assets acquired ..........................            8,042                     7,419
Prepaid expenses and other assets ..............................................            2,997                     2,243
Prepaid income taxes............................................................              326                        --
Deferred income taxes ..........................................................            1,246                     3,398
                                                                                       ----------                 ---------
                  TOTAL ASSETS .................................................       $  721,215                 $ 700,180
                                                                                       ==========                 =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits .......................................................................       $  417,035                 $ 406,684
Accrued interest payable .......................................................              910                       982
Advances from borrowers for taxes and insurance ................................            1,908                     2,534
FHLB advances ..................................................................          171,884                   171,884
Payable to brokers and dealers .................................................           33,774                    27,879
Accounts payable and accrued expenses ..........................................            6,023                     4,871
Other borrowings ...............................................................            2,500                     1,750
Dividends payable ..............................................................              488                       498
Accrued income taxes ...........................................................               --                        40
                                                                                       ----------                 ---------
                  TOTAL LIABILITIES ............................................          634,522                   617,122
                                                                                       ----------                 ---------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, no par value - 10,000,000 shares authorized,
none issued in 2001 and 2000 ...................................................               --                        --
Common stock - $.10 par, 40,000,000 shares authorized, 8,999,989
issued in 2001 and 2000; 6,954,432 outstanding June 30, 2001
and 7,118,161 outstanding December 31, 2000 ....................................              900                       900
Additional paid-in capital .....................................................           92,896                    93,330
Common stock acquired by stock benefit plans ...................................           (6,800)                   (7,261)
Treasury stock at cost, 2,045,557 shares at June 30, 2001 and
1,881,828 shares at December 31, 2000 ..........................................          (18,080)                  (16,645)
Accumulated other comprehensive loss............................................             (112)                   (4,015)
Retained earnings - partially restricted .......................................           17,889                    16,749
                                                                                       ----------                 ---------
                  Total stockholders' equity ...................................           86,693                    83,058
                                                                                       ----------                 ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .....................................       $  721,215                 $ 700,180
                                                                                       ==========                 =========
</TABLE>

See notes to unaudited consolidated financial statements.

                                                                               3
<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                     For the Three Months                  For the Six Months
                                                                         Ended June 30,                      Ended June 30,
                                                                         --------------                      --------------
                                                                       2001           2000                2001          2000
<S>                                                            <C>           <C>                  <C>          <C>
INTEREST INCOME:
   Interest on loans.....................................           $ 4,606       $  3,693            $  9,280       $ 7,024
   Interest on mortgage-backed securities................             4,421          3,646               8,888         7,132
   Interest and dividends on investments.................             2,268          2,735               4,777         5,465
                                                                    -------       --------            --------       -------
       Total interest income.............................            11,295         10,074              22,945        19,621
                                                                    -------       --------            --------       -------

INTEREST EXPENSE:
   Interest on deposits..................................             4,581          3,618               9,369         6,902
   Interest on borrowed money............................             2,471          2,527               4,838         4,973
                                                                    -------       --------            --------       -------
       Total interest expense............................             7,052          6,145              14,207        11,875
                                                                    -------       --------            --------       -------

NET INTEREST INCOME                                                   4,243          3,929               8,738         7,746

PROVISION FOR LOAN LOSSES................................               120            120                 240           240
                                                                    -------       --------            --------       -------
NET INTEREST INCOME AFTER PROVISION
   FOR LOAN LOSSES.......................................             4,123          3,809               8,498         7,506
                                                                    -------       --------            --------       -------
OTHER INCOME:
   Service charges and other fees........................               211            114                 407           221
   Loss on sale of real estate owned.....................                --             (9)                 --           (34)
   Gain on sale of mortgage-backed securities............               141             --                 141           173
   Gain (loss) on sale of loans..........................                --             --                 (11)           23
   Gain on sale of investments...........................                --            333                  --           333
   Loss on SBIC investments..............................               (57)            --                (303)           --
   Rental income.........................................                46             44                  96            73
   Trading revenues from brokerage operations............               535            114                 895           114
   Miscellaneous other income............................                --             19                  83            50
                                                                    -------       --------            --------       -------
       Total other income................................               876            615               1,308           953
                                                                    -------       --------            --------       -------
OTHER EXPENSES:
   Salaries and employee benefits........................             1,895          1,284               3,679         2,588
   Occupancy and equipment...............................               559            343               1,151           666
   Federal insurance premium.............................                21             15                  41            30
   Professional fees.....................................               102             91                 213           177
   Advertising and promotion.............................                80             70                 174           161
   Amortization of excess of cost over fair value
   of assets acquired....................................               180             --                 360            --
   Other.................................................               761            603               1,632         1,142
                                                                    -------       --------            --------       -------
       Total other expenses..............................             3,598          2,406               7,250         4,764
                                                                    -------       --------            --------       -------

INCOME BEFORE INCOME TAXES...............................             1,401          2,018               2,556         3,695
                                                                    -------       --------            --------       -------

INCOME TAXES.............................................               256            438                 435           810
                                                                    -------       --------            --------       -------

NET INCOME...............................................           $ 1,145       $  1,580            $  2,121       $ 2,885
                                                                    =======       ========            ========       =======

BASIC EARNINGS PER SHARE.................................           $   .17       $   .23             $   .32        $   .41
DILUTED EARNINGS PER SHARE...............................           $   .17       $   .23             $   .32        $   .41

WEIGHTED AVERAGE SHARES
   OUTSTANDING - BASIC...................................         6,541,185     6,877,771            6,546,716    6,974,481
WEIGHTED AVERAGE SHARES
   OUTSTANDING - DILUTED.................................         6,581,352     6,909,325            6,590,439    7,005,967
</TABLE>

See notes to unaudited consolidated financial statements.

                                                                               4
<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                 For the Six Months
                                                                                                   Ended June 30,
                                                                                             ------------------------
                                                                                             2001                2000
                                                                                             ----                ----
<S>                                                                                     <C>                 <C>
OPERATING ACTIVITIES:
Net income..................................................................               $ 2,121             $ 2,885
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
   Provision for loan losses................................................                   240                 240
   Depreciation.............................................................                   499                 294
   Amortization of stock benefit plans......................................                   445                 444
   Amortization of excess of cost over fair value of net assets acquired....                   362
   Amortization of net premiums (discounts) on:
     Loans purchased........................................................                    36                  21
     Investments............................................................                  (523)               (669)
     Mortgage-backed securities.............................................                   547                 439
   Loss (gain) on sale of loans.............................................                    11                 (23)
   Gain on sale of investments..............................................                    --                (333)
   Gain on sale of mortgage-backed securities...............................                  (141)               (173)
   Net decrease in trading securities.......................................                (7,146)            (13,160)
   Loss on sale of real estate owned........................................                    --                  34
   Increase in other assets.................................................                (1,344)               (738)
   Decrease in other liabilities............................................                 6,865               7,216
                                                                                           -------             -------
Net cash provided by (used in) operating activities.........................                 1,972              (3,523)
INVESTING ACTIVITIES:
Principal collected on:
   Mortgage-backed securities...............................................                45,175              10,013
   Loans....................................................................                25,999              16,184
Loans originated............................................................               (51,001)            (35,704)
Loans acquired..............................................................                    --             (10,373)
Purchases of:
   Investments .............................................................                   (75)               (263)
   Mortgage-backed securities...............................................               (67,048)            (31,914)
   Office properties and equipment..........................................                  (939)               (407)
   FHLB Stock...............................................................                    --                (149)
Proceeds from the sale of loans.............................................                 3,199                  23
Proceeds from the sale of investments.......................................                    --                 833
Proceeds from the sale of mortgage-backed securities........................                11,377              17,617
Proceeds from sale of real estate owned.....................................                    --                  27
Maturities and calls of investments.........................................                24,632                  --
                                                                                           -------             -------
Net cash used in investing activities.......................................                (8,681)            (34,113)
FINANCING ACTIVITIES:
Net increase in deposits....................................................                10,351              25,695
Net decrease in advances from borrowers for taxes and insurance.............                  (626)               (573)
Net decrease in other borrowings............................................                   750               4,060
Purchase of treasury stock..................................................                (1,858)             (2,509)
Cash dividends..............................................................                  (981)               (893)
                                                                                           -------             -------
Net cash provided by financing activities...................................                 7,636              25,780
                                                                                           -------             -------
Net increase (decrease) in cash and cash equivalents........................                   927             (11,856)
Cash and cash equivalents, beginning of period..............................                20,320              37,197
                                                                                           -------             -------
Cash and cash equivalents, end of period....................................                21,247              25,341
                                                                                           =======             =======
SUPPLEMENTAL DISCLOSURES
Interest paid on deposits and funds borrowed................................               $14,283             $11,850
Income taxes paid...........................................................                   468                 546
Noncash transfers from loans to real estate owned...........................                    47                  85
Noncash transfer of investments from available for sale to held to maturity.                75,446                  --
</TABLE>

See notes to unaudited consolidated financial statements.
                                                                               5
<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 1 - PRINCIPLES OF CONSOLIDATION

Thistle Group  Holdings,  Co., (the  "Company")  organized in March of 1998, has
three wholly owned  subsidiaries;  TGH Corp.,  TGH  Securities,  and  Roxborough
Manayunk Bank (the "Bank"). 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  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 and
six-month  periods  ended June 30, 2001 are not  necessarily  indicative  of the
results  which may be expected  for the entire  fiscal year or any other  future
interim period.

These unaudited  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, 2000.

NOTE 3 - INVESTMENTS

On May 31,  2001,  the  Company  reclassified  certain  U.S.  government  agency
securities,  FHLB and FHLMC bonds and municipal bonds from available for sale to
held to maturity as it is the intent of the Company to hold such  securities  to
maturity.

Investments held to maturity at June 30, 2001 consisted of the following:

<TABLE>
<CAPTION>
                                                               June 30, 2001
                                                        Amortized          Approximate
                                                          Cost             Fair Value
                                                       ---------          ------------
<S>                                                  <C>                <C>
U.S. Treasury securities and securities
of U.S. government agencies -
1 to 5 years.......................................    $   3,000          $    3,000
More than 10 years.................................       11,945              11,813
FHLB and FHLMC bonds - more than 10 years..........       14,406              14,067
Municipal bonds - 5 to 10 years....................          147                 148
Municipal bonds - more than 10 years...............       46,282              46,148
                                                       ---------          ----------

Total..............................................    $  75,780          $   75,176
                                                       =========          ==========
</TABLE>

Investments  available for sale at June 30, 2001 and December 31, 2000 consisted
of the following:

<TABLE>
<CAPTION>
                                                               June 30, 2001                        December 31, 2000
                                                        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 -
5 to 10 years......................................    $   3,008          $    3,094          $   6,011          $    6,024
More than 10 years.................................       10,000               9,891             42,000              41,123
FHLB and FHLMC bonds - more than 10 years..........                                              18,883              16,203
Municipal bonds - 5 to 10 years....................                                                 153                 153
Municipal bonds - more than 10 years...............                                              46,703              45,948
Mutual funds.......................................        1,492               1,492              1,439               1,439
Capital trust securities...........................       12,820              11,319             12,847              10,727
Equity investments.................................        5,345               5,821              5,345               5,104
Other..............................................        1,499               1,499              1,477               1,477
                                                       ---------          ----------          ---------          ----------
Total..............................................    $  34,164          $   33,116          $ 134,858          $  128,198
                                                       =========          ==========          =========          ==========
</TABLE>
                                                                               6
<PAGE>

NOTE 4 - MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

Mortgage-backed  securities at June 30, 2001 and December 31, 2000  consisted of
the following:

<TABLE>
<CAPTION>
                                                              June 30, 2001                        December 31, 2000
                                                        Amortized          Approximate         Amortized          Approximate
                                                          Cost             Fair Value            Cost             Fair Value
                                                          ----             ----------            ----             ----------
<S>                                                  <C>                <C>                 <C>                <C>
GNMA pass-through certificates.......................  $ 154,700          $  156,562          $ 159,303          $  160,075
FNMA pass-through certificates.......................     80,489              80,288             74,246              73,727
FHLMC pass-through certificates......................     27,758              28,161             18,837              19,075
FHLMC real estate mortgage investment conduits.......      5,440               5,584              5,911               5,993
                                                       ---------          ----------          ---------          ----------
Total................................................  $ 268,387          $  270,595          $ 258,297          $  258,870
                                                       =========          ==========          =========          ==========
</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.

NOTE 6 - LOANS RECEIVABLE

Loans  receivable  at June 30,  2001 and  December  31,  2000  consisted  of the
following:

<TABLE>
<CAPTION>
                                                                 June 30, 2001           December 31, 2000
                                                                 -------------           -----------------
<S>                                                             <C>                        <C>
Mortgage loans:
         1 - 4 family residential.............................    $  124,334                 $  121,230
         Commercial real estate...............................        60,295                     54,763
Home equity lines of credit and improvement loans.............        17,512                     12,999
Commercial non-mortgage loans.................................        22,185                     14,731
Construction loans - net......................................        18,300                     14,210
Loans on savings accounts.....................................           739                        726
Consumer loans    ............................................           619                        152
                                                                  ----------                 ----------

         Total loans..........................................       243,984                    218,811
                                                                  ----------                 ----------
Plus: unamortized premiums....................................           307                        347
Less:
         Net discounts on loans purchased.....................           (14)                       (15)
         Deferred loan fees...................................        (1,530)                    (1,629)
         Allowance for loan losses............................        (1,899)                    (1,682)
                                                                  ----------                 ----------
Total                                                             $  240,848                 $  215,832
                                                                  ==========                 ==========
</TABLE>

NOTE 7 - DEPOSITS

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

<TABLE>
<CAPTION>
                                                           June 30, 2001                         December 31, 2000
                                                      Amount         % of Total               Amount         % of Total
                                                      ------         ----------               ------         ----------
<S>                                             <C>                  <C>                <C>                  <C>
NOW accounts and
   transaction checking                           $   40,532             9.7%             $   41,181             10.1%
Money Market Demand accounts                          34,152             8.2%                 26,582              6.5%
Passbook accounts                                    103,336            24.8%                103,209             25.4%
Certificate accounts                                 239,015            57.3%                235,712             58.0%
                                                  ----------            -----             ----------             -----
Total                                             $  417,035           100.0%             $  406,684            100.0%
                                                  ==========           ======             ==========            ======
</TABLE>

                                                                               7
<PAGE>

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.

NOTE 9 - COMPREHENSIVE INCOME

For the three and six-month  periods ended June 30, 2001,  the Company  reported
total comprehensive income of approximately $780 and $6,200,  respectively.  For
the three and  six-month  periods of the prior year the Company  reported  total
comprehensive income of approximately $2,000 and $4,300, respectively.  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 June 13, 2001, the Company declared a dividend of $.07 per share payable July
13, 2001 to stockholders of record on June 30, 2001.

NOTE 11 - NEW ACCOUNTING STANDARDS

In June 2001, the Financial  Accounting  Standards Board ("FASB") issued two new
pronouncements:  Statement of Financial  Accounting  Standards ("SFAS") No. 141,
Business  Combinations,  and SFAS No. 142, Goodwill and Other Intangible Assets.
SFAS 141 is effective as follows:  a) use of the  pooling-of-interest  method is
prohibited for business  combinations  initiated after June 30, 2001; and b) the
provisions of SFAS 141 also apply to all business combinations  accounted for by
the purchase method that are completed after June 30, 2001 (that is, the date of
the  acquisition is July 2001 or later).  There are also  transition  provisions
that apply to business  combinations  completed  before July 1, 2001,  that were
accounted  for by the purchase  method.  SFAS 142 is effective  for fiscal years
beginning  after December 15, 2001 to all goodwill and other  intangible  assets
recognized  in an  entity's  statement  of  financial  position  at  that  date,
regardless  of when those  assets  were  initially  recognized.  The  Company is
currently  evaluating  the  provisions  of SFAS 141 and SFAS 142 and has not yet
determined  the  effect  that  adoption  of  these  standards  will  have on its
consolidated financial statements.

                                                                               8
<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The  Private  Securities  Litigation  Reform Act of 1995  contains  safe  harbor
provisions regarding forward-looking  statements.  When used in this discussion,
the words  "believes",  "anticipates",  "contemplates",  "expects",  and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties  which could cause actual results
to differ materially from those projected. Those risks and uncertainties include
changes in interest  rates,  risks  associated  with the effect of opening a new
branch,  the  ability  to  control  costs  and  expenses,  new  legislation  and
regulations and general market conditions.

Overview
--------

o    Net interest  income  decreased 5.6 % from first quarter 2001 and increased
     8.0% from the second quarter 2000.
o    TGH Securities trading revenues, which are included in non-interest income,
     increased   48.6%  from  first  quarter  2001.  TGH  securities   commenced
     operations in May 2000.
o    Non-interest  expense  decreased 1.5% from first quarter 2001 but increased
     49.5% from second quarter 2000.
o    Transaction and money market account  deposits grew 5.4% from first quarter
     2001.
o    Loans grew 6% from first quarter 2001.


<TABLE>
<CAPTION>

  ----------------------------------------------------------------------------
                                QTR 6/30/01  QTR 3/31/01 $ INCREASE % INCREASE
  ----------------------------------------------------------------------------
<S>                            <C>        <C>          <C>          <C>
     Net Interest Income         $  4,243   $   4,495    $    (252)   (5.6%)
  ----------------------------------------------------------------------------
     Non-interest Income              876         432          444   102.8%
  ----------------------------------------------------------------------------
     Non-interest Expense           3,598       3,652          (54)   (1.5%)
  ----------------------------------------------------------------------------
     Net Income                     1,145         976          169    17.3%
  ----------------------------------------------------------------------------
     Loans                        240,848     227,742       13,106     5.8%
  ----------------------------------------------------------------------------
     Deposits                     417,035     407,142        9,893     2.4%
  ----------------------------------------------------------------------------
</TABLE>


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

The Company  continued to  experience  strong  asset growth  during the quarter.
Total assets were $721.2 million at June 30, 2001,  representing  an increase of
$9.7 million from the balance of $711.5  million at March 31, 2001. The increase
for the six months ended June 30, 2001 was $21.0 million.  This increase was due
primarily to an increase in loans  receivable  of $21.5 million which was funded
by deposits and calls on investment securities.

Investments  held to maturity  increased  $75.8 million to $75.8 million at June
30, 2001 as the Company transferred certain available-for-sale securities during
the quarter to held-to-maturity  securities.  It is the Company's intent to hold
such securities until maturity.

Investments  available for sale decreased $95.1 million to $33.1 million at June
30, 2001 from $128.2 million at December 31, 2000 due to the transfer  discussed
above, as well as to $10.0 million in calls on securities.

Trading securities increased $7.1 million to $35.2 million at June 30, 2001 from
$28.0  million at  December  31,  2000.  Fluctuations  in the balance of trading
securities are due to the operation of TGH Securities.

Mortgage-backed  securities  increased $11.7 million, or 4.5%, to $270.6 million
at June 30, 2001 from $258.9 million at December 31, 2000. This increase was the
result of $31.5 million in purchases  offset by $28.6 million in sales and $11.2
million in repayments.

Loans  receivable  increased $25.0 million,  or 11.6%, to $240.8 million at June
30, 2001 from $215.8 million at December 31, 2000.  This increase was the result
of $51.0 million of loan originations including $13.3 million of non-residential
loans, offset by principal repayments of $26.0 million. Loans grew $13.1 million
or 6% from  the  first  quarter  of  2001,  of which  $7.7  million  represented
aggregate growth in residential,  construction,  and home equity loans and lines
of credit.

Deposits  increased  $10.3 million,  or 2.5%, to $417.0 million at June 30, 2001
from $406.7 million at December 31, 2000. NOW accounts, transaction checking and
money market  accounts  increased  $6.9  million;  passbook  accounts  increased
$127,000,  and certificates  increased $3.3 million as a result of the Company's
plan to develop  and expand new and  existing  customer  relationships.  Of this
increase at June 30, 2001,  transaction  and money market account  deposits grew
5.4% from first quarter 2001.

                                                                               9
<PAGE>

Accounts payable and accrued expenses increased $7.0 million, or 21.5%, to $39.8
million  at June  30,  2001  from  $32.7  million  at  December  31,  2000.  The
fluctuation  is due mainly to the  activity  at TGH  Securities  and  represents
monies  due to  brokers/dealers  for  securities  purchased.  This  payable  may
fluctuate from period to period,  depending upon the amount of securities  owned
by TGH Securities at each quarter end or year end.

Total stockholders'  equity increased $3.6 million, or 4.4%, to $86.7 million at
June 30,  2001 from $83.1  million  at  December  31,  2000  primarily  due to a
decrease in the accumulated other comprehensive loss of $3.9 million as a result
of changes  in the net  unrealized  loss on the  available  for sale  securities
portfolio due to fluctuations  in the interest  rates.  Because of interest rate
changes,  the Company's  accumulated other  comprehensive 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.

<TABLE>
<CAPTION>
                                                      At                   At
                                                 June 30, 2001      December 31, 2000
                                                 -------------      -----------------
                                                       (Dollars in Thousands)
<S>                                              <C>                  <C>
Total non-performing loans.......................   $ 2,973              $  170
Real estate owned................................        74                  47
                                                    -------              ------

Total non-performing assets......................   $ 3,047              $  217
                                                    =======              ======

Total non-performing loans to
total loans......................................      1.23%                .08%

Total non-performing assets to
total assets.....................................       .42%                .03%

Allowance for loan loss..........................   $ 1,899              $1,682

Allowance for loan losses as a percentage
of total non-performing assets...................        62%                775%

Allowance for loan losses as a percentage
of total non-performing loans....................        64%                989%

Allowance for loan losses as a percentage
of total average loans...........................       .82%                .81%
</TABLE>

Non-performing assets were $3.0 million at June 30, 2001 as compared to $217,000
at December 31, 2000.  This  increase was due to one  non-performing  commercial
real estate loan which was classified as substandard. The loan is collateralized
by the  underlying  property as well as  additional  collateral.  The Company is
vigorously pursuing all legal remedies.

Comparison of Operations for the Three and Six-month Periods Ended June 30, 2001
and 2000
--------------------------------------------------------------------------------

Net  Income.  Net  income  for the  three and six  months  ended  June 30,  2001
decreased $435,000,  or 27.5%, and $764,000,  or 26.4%,  respectively,  over the
same  periods in 2000.  The  decrease  for the  three-month  period is due to an
increase of $1.2 million in non-interest  expense,  offset by an increase in net
interest  income of $314,000  and an increase of $261,000 in other  income.  The
decrease  for the  six-month  period is due to an  increase  of $2.5  million in
non-interest  expense,  offset by an increase in net interest income of $992,000
and an increase of $335,000 in other income.

Total Interest Income.  Interest income for the three months ended June 30, 2001
increased  $1.2 million over the three months ended June 30, 2000  primarily due
to an increase  of $105.6  million in the  average  balance of  interest-earning
assets,  partially offset by a decrease in the average yield of 41 basis points.
Interest  income for the six months ended June 30, 2001  increased  $3.3 million
over the six months ended June 30, 2000  primarily  due to an increase of $106.8
million in the average balance of interest-earning assets, partially offset by a
decrease in the average yield of 15 basis points.

Total  Interest  Expense.  Interest  expense for the three months ended June 30,
2001 increased  $900,000 over the three months ended June 30, 2000. The increase
in interest  expense  primarily  reflects  an  increase of $92.6  million in the
average balance of interest-bearing liabilities,  partially offset by a decrease
of 16 basis  points in the average cost of funds.  Interest  expense for the six
months ended June 30, 2001 increased $2.3 million over the six months ended June
30, 2000.  The increase in interest  expense  primarily  reflects an increase of
$97.8 million in the average balance of interest-bearing liabilities.

                                                                              10
<PAGE>

Net Interest  Income.  Net  interest  income for the three months ended June 30,
2001 increased $314,000,  or 8.2%, over the three months ended June 30, 2000 due
to the reasons discussed above. The net interest spread,  the difference between
the average rate earned and the average rate paid,  decreased by 25 basis points
to 2.03% for the three months ended June 30, 2001 from 2.28% for the same period
in 2000.  Net interest  income for the six months ended June 30, 2001  increased
$992,000,  or 13.2%,  as compared to the same period of the prior year.  The net
interest spread for the current six-month period decreased by 14 basis points to
2.14% for the six months  ended June 30,  2001 from 2.28% for the same period in
2000.  During the three  months  ended June 30,  2001,  uncollected  interest of
$130,000 was charged  against  interest income due to a commercial loan that was
classified  as  non-performing.  Additionally,  due to heavy  repayments  in the
Company's  investment  portfolio and the  continuation of the Federal  Reserve's
reduction of interest rates during the first six months of 2001, the Company has
experienced reduced interest margins.

The declining  rate  environment  has caused margin  compression.  The result of
Federal Reserve easings of 275 basis points during the first six months has been
very  positive  for the  Bank in its  effort  to  aggressively  price  down  its
deposits.  Unfortunately,  this same  action by the  Federal  Reserve  has had a
muting effect on net interest  margins as very high  prepayments from the Bank's
securities   portfolio  and  intermittent   calls  on  agency  securities  occur
immediately,  causing  somewhat higher cash balances in the short term and lower
reinvestment rates.  Forward, the Bank will continue to price down its deposits.
On the asset side, cash from calls and repayments will be used to fund loans and
purchase mortgage-backed  securities.  These purchases will have short to medium
duration and good cash flow.  These  characteristics  should position the entire
portfolio well with respect to earnings and book value in the event the interest
rate environment reverses during the next year. However,  given the current rate
environment  and the  Company's  asset  strategy,  the  Company  does not expect
interest rate margins to increase over the next six months of 2001.

Provision  for Losses on Loans.  The provision for losses on loans for the three
and six months ended June 30, 2001 totaled $120,000 and $240,000,  respectively,
as compared to $120,000 and  $240,000  for the same periods in 2000.  Provisions
for loan losses are charged to  earnings to bring the total  allowance  for loan
losses to a level  considered  appropriate  by  management  based on  historical
experience,  the volume and type of lending conducted by the Company, the amount
of the  Company's  classified  assets,  the  status  of past due  principal  and
interest payments,  general economic conditions,  particularly as they relate to
the  Company's   primary  market  area,   and  other  factors   related  to  the
collectibility  of the Company's  loan  portfolio.  Management  will continue to
review its loan portfolio to determine the extent,  if any, to which  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.  Total  non-interest  income for the three  months and six months
ended June 30, 2001 increased $261,000 and $355,000, respectively, over the same
periods of the prior year. The increase in non-interest income was primarily due
to the operations of TGH Securities.  In the three and six months ended June 30,
2001,   trading  revenues  from  TGH  Securities  were  $535,000  and  $895,000,
respectively,  compared to $114,000 and  $114,000,  respectively,  over the same
prior year periods.

Non-interest  Expenses.  Total non-interest expense for the three months and six
months  ended  June  30,  2001   increased   $1.2  million  and  $2.5   million,
respectively,  over the same  periods of the prior  year.  The most  significant
increases in  non-interest  expense for the current  three months and six months
ended were primarily attributable to salary and employee benefits, occupancy and
equipment costs and goodwill  amortization  costs.  The increase in expenses was
due to the addition of personnel in commercial  lending,  the  operations of TGH
Securities  and the  branches  acquired  in the  second  quarter  of 2000.  Such
non-interest  expenses were not reflected in the comparative  2000 periods.  For
the  current  three and six  month  periods,  salaries  and  employee  benefits,
occupancy and equipment costs and goodwill  amortization  increased $1.0 million
and $1.9 million, respectively, over the same 2000 periods.

                                                                              11
<PAGE>

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

On June 30, 2001, the Bank was in compliance with its three  regulatory  capital
requirements as follows:

                                           Amount                   Percent
                                           ------                   -------
                                                    (in Thousands)
Tangible capital....................     $  53,461                    8.14%
Tangible capital requirement........         9,857                    1.50%
                                         ---------                 --------
Excess over requirement.............     $  43,604                    6.64%
                                         =========                 ========

Core capital........................     $  53,461                    8.14%
Core capital requirement............        26,286                    4.00%
                                         ---------                 --------
Excess over requirement.............     $  27,175                    4.14%
                                         =========                 ========


Risk based capital..................     $  55,360                   20.99%
Risk based capital requirement......        21,096                    8.00%
                                         ---------                 --------
Excess over requirement.............     $  34,264                   12.99%
                                         =========                 ========

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

The primary  investment  activity of the Company is the origination and purchase
of mortgage loans, mortgage-backed securities and other investments.  During the
six months ended June 30, 2001, the Company originated $51.0 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-backed  securities  totaled $67.0 million  during the six-month  period
ended June 30, 2001.  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 June 30, 2001,  cash and cash  equivalents  totaled
$21.2 million. The Bank's liquidity ratio was 5.79% at June 30, 2001.

The Company anticipates that it will have sufficient funds available to meet its
current  commitments.  As of June 30,  2001,  the Company  had $30.9  million in
commitments  to fund loans.  Certificates  of deposit,  which were  scheduled to
mature  in one  year or  less,  as of June  30,  2001  totaled  $172.6  million.
Management believes that a significant portion of such deposits will remain with
the Company.

                                                                              12
<PAGE>

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

During the third  quarter,  the Bank will open its newest  banking office in the
Northern  Liberties  section  of  Philadelphia.  Situated  in a  state-sponsored
Keystone Opportunity Zone, the building will also serve as an incubator site for
young local companies.  In addition to the City of Philadelphia and the State of
Pennsylvania,  sponsors  of the  building  include  Microsoft  and  the  Eastern
Technology  Council.  The Northern  Liberties office represents the Bank's first
Center City location, and positions the Bank in an under-banked, dynamic section
of the city.

<TABLE>
<CAPTION>
                                                            For the                            For the
                                                      Three Months Ended                  Six Months Ended
                                                           June 30,                           June 30,
                                                           --------                           --------
                                                    2001(1)      2000(1)              2001(1)       2000(1)

<S>                                               <C>        <C>                    <C>         <C>
Return on average assets                              .64%       1.08%                  .61%        1.01%
Return on average equity                             5.28%       8.56%                 4.89%        7.86%
Yield on average interest-earning assets             6.80%       7.21%                 6.97%        7.12%
Cost of average interest-bearing liabilities         4.77%       4.93%                 4.83%        4.84%
Interest rate spread (2)                             2.03%       2.28%                 2.14%        2.28%
Net interest margin                                  2.56%       2.81%                 2.66%        2.81%

                                                       At June 30, 2001                 At December 31, 2000
                                                       ----------------                 --------------------
Tangible book value per share                               $11.31                             $10.63
</TABLE>

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


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

There were no  significant  changes for the six months  ended June 30, 2001 from
the  information  presented in the Form 10K for  December  31,  2000,  under the
caption "Asset and Liability Management" and "Market Risk Analysis".

                                                                              13
<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES

                                     PART II

ITEM 1.    LEGAL PROCEEDINGS

Neither  the  Company  nor the Bank was  engaged  in any legal  proceeding  of a
material  nature at June 30, 2001.  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 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.  There were no
lawsuits  pending or known to be  contemplated  against  the Company at June 30,
2001  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 18, 2001, 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
                      -------                 ---                  --------
                      William A. Lamb, Sr.    6,149,008   98.6%    89,137   1.4%
                      Jerry A. Naessens       6,148,612   98.6%    89,533   1.4%

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

                      For                      Against             Abstain
                      ---                      -------             -------
                      6,173,373   99.0%        31,366   .5%        33,406   .5%

ITEM 5.    OTHER INFORMATION

None

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>

          a)   The following Exhibits are filed as part of this report:
        <S>         <C>
             3(i)     Articles of Incorporation****
             3(ii)    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***
</TABLE>

b)       Reports on Form 8-K

         The registrant filed on May 25, 2001 a Form 8-K (Items 7 and 9) which
         included its 1st Quarter Report To Shareholders.

*    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.
***  Incorporated by reference to the appropriate exhibit of the Company's proxy
     material filed on June 21, 1999.
**** Incorporated  by reference to the  identically  number exhibits to the Form
     10-K for December 31, 1999 filed on March 30, 2000.

                                                                              14
<PAGE>

                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES

                                   SIGNATURES

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

                                    THISTLE GROUP HOLDINGS, CO.



Date: August 14, 2001               By:  /s/ John F. McGill, Jr.
                                         ---------------------------------------
                                         John F. McGill, Jr.
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)




Date: August 14, 2001               By:  /s/ Jerry Naessens
                                         ---------------------------------------
                                         Jerry Naessens
                                         Chief Financial Officer
                                         (Principal Financial Officer)

                                                                              15