SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998

                                       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 NO. 000-24353


                           Thistle Group Holdings, Co.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Pennsylvania                                             23-296078
--------------------------------------------------------------------------------
(State of incorporation                                       (I.R.S. Employer
 or organization)                                            Identification No.)


6060 Ridge Avenue, Philadelphia, Pennsylvania                      19128
--------------------------------------------------------------------------------
(Address of Principal executive offices)                         (zip code)


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

Indicate by check mark whether  Registrant (a) 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  report(s))  and (b) has  been  subject  to such  filing
requirements for at least 90 days.

                  YES                       NO      X
                      -----                       -----

      Number of shares of Common Stock outstanding as of March 31, 1998: 0

As of  March  31,  1998,  the  Registrant  had not  yet  been  capitalized.  The
Registrant  therefore  is filing  this Form  10-Q  with the  reduced  disclosure
format.




<PAGE>



                          PART I. FINANCIAL INFORMATION


Item 1.  Financial Statements
         --------------------

         See Exhibit 99 attached hereto.

Item 2.  Management's Discussion and Analysis
         ------------------------------------

         As of March 31, 1998, the  Registrant  had not yet begun  operations or
had no assets or liabilities.



                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings
         -----------------

         Not applicable.

Items 2-5.

         Not applicable.

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

(a)      Exhibits

          No.  Exhibit
          --- -------

          2    Plan of Conversion and  Reorganization  of FJF Financial,  M.H.C.
               and Plans of Merger between FJF Financial,  M.H.C., Thistle Group
               Holdings, Inc. and Roxborough-Manayunk Federal Savings Bank*

          3(i) Articles of Incorporation of Thistle Group Holdings, Co.*

          3(ii) Bylaws of Thistle Group Holdings, Co.*

          4    Specimen Stock Certificate of Thistle Group Holdings, Co.*

          10.1 1992 Stock  Option Plan of  Roxborough-Manayunk  Federal  Savings
               Bank*

          10.2 1992 Management Stock Bonus Plan of  Roxborough-Manayunk  Federal
               Savings Bank*

          10.3 1994 Stock  Option Plan of  Roxborough-Manayunk  Federal  Savings
               Bank*

          10.4 1994 Management Stock Bonus Plan of  Roxborough-Manayunk  Federal
               Savings Bank*




<PAGE>



          No.  Exhibit
          ---  -------

          10.5 Employment Agreement with John F. McGill*

          10.6 Employment Agreement with Jerry Naessens*

          10.7 Employment Agreement with John F. McGill, Jr.*

          27   Financial Data Schedule (Not applicable - Registrant has 
               conducted no activities)

          99   Financial Statements

          (b)  Reports on Form 8-K

                      None


          --------
          *    Such  exhibits  were  previously  filed  with the  Commission  as
               exhibits to the Registrant's  Registration Statement on Form S-1,
               File No. 333-48749, and hereby incorporated by reference pursuant
               to Rule 12b-32  promulgated under the Securities  Exchange Act of
               1934,  as  amended,  and  Rule 24 of the  Commission's  Rules  of
               Practice.

<PAGE>



         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:    June 29, 1998               By:   /s/John F. McGill, Jr.
                                           -------------------------------------
                                           John F. McGill, Jr.
                                           President and Chief Executive Officer



Date:    June 29, 1998               By:   /s/Jerry Naessens
                                           -------------------------------------
                                           Jerry Naessens
                                           Chief Financial Officer and Secretary