EXHIBIT 19.1
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                              [Company Letterhead]

September 30, 1999

To Our Shareholders:

         On September 13, 1999 the Board of Directors of Thistle Group Holdings,
Co.  adopted a Shareholder  Rights Plan. The adoption of the Plan is designed to
assure Thistle Group's  stockholders  receive full consideration in the event of
any proposed  takeover of the Company and guard against  partial  tender offers,
squeeze-outs,  open market  accumulations  and other such activity.  Our balance
sheet and earnings have  demonstrated  solid growth during these 14 months.  The
Company does, however, recognize the weakness in the market for small bank's and
thrifts  and has  adopted  a plan that will  allow the  Company  to focus on the
continued  implementation of its strategic  initiatives,  namely core growth and
the  reduction  of excess  capital  which will result in  increased  shareholder
value. The Plan allows the board to maintain its fiduciary flexibility to review
and analyze transactions that accrete to earnings and long term value.

         Under the Plan,  each  shareholder of record of Thistle  Group's common
stock at the close of business  on  September  30, 1999 will  receive a dividend
distribution of one Right for each outstanding share of common stock. The Rights
expire on September  13, 2009 and  thereafter  have no further  value.  They are
redeemable  by the Board of  Directors  at a price of $.01 per Right at any time
within the ten year period  until a person or group has  acquired 15% or more of
our then outstanding common stock.

         The Rights  will not (i) be taxable to  shareholders  or to the Company
upon  declaration or receipt;  (ii) prevent  shareholders  from exercising their
rights to vote as  shareholders of Thistle Group;  (iii) be dilutive;  (iv) have
any effect on reported  earnings  per share;  and (v) affect the manner in which
shareholders may presently buy or sell the Company's common stock.

         The Rights are not exercisable until after the distribution date. Until
the  distribution  date, the Rights are attached to the common stock and are not
traded separately from the common stock. No separate certificates evidencing the
Rights will be issued to  shareholders  of record on  September  30,  1999.  The
Rights,  together with the common stock, will be represented by the certificates
for the common stock.  After the distribution  date, the Rights will detach from
the common stock and separate Rights certificates will be issued.



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         A  distribution  date  will  occur 10 days  after  the  date of  public
announcement  that a  person  or  group  has  acquired  15% or more of the  then
outstanding  common stock or 10 business days after a person  announces an offer
to  acquire  15% or more of the  common  stock.  When the  Rights  first  become
exercisable,  unless a person or group has acquired 15% or more of the Company's
shares, a holder will be entitled to buy from the Company one one-hundredth of a
share of a new  series  of junior  participating  preferred  stock  for $30.  If
Thistle Group is involved in a merger or other business combination,  the Rights
will entitle a holder to buy a number of shares of common stock of the acquiring
company  having a market  value of twice the exercise  price of each Right.  For
example,  if at the time of the business  combination  the  acquiring  company's
stock has a per share value of $8.00, the holder of each Right would be entitled
to receive 8 shares of the acquiring  company's common stock for $32, i.e., at a
50% discount.

         If  any  person  or  group  acquires  15%  or  more  of  the  Company's
outstanding common stock,  holders (other than such person or any member of such
group) will be entitled to buy a number of additional shares of our common stock
having a market value of twice the exercise price of each Right. For example, if
at the time of the 15%  acquisition  Thistle Group's stock were to have a market
value per share  equal to  $16.00,  the holder of each  Right  (other  than such
person or member of such  group)  would be  entitled  to receive 4 shares of our
common stock for $32.

         Following the  acquisition by any person or group of 15% or more of our
common stock,  but only prior to the  acquisition  by a person or group of a 50%
stake, the Board of Directors can exchange the Rights (other than Rights held by
such person or group),  in whole or in part,  for one share of common  stock (or
one one-hundredth of a share of the new series of junior participating preferred
stock) per Right. This has an economically dilutive effect on the acquiror,  and
provide a  corresponding  benefit to the remaining  rights holders that provides
comparable value without  requiring you to go through the process and expense of
exercising your Rights.

         As noted  above,  the  distribution  of the Rights will not be taxable,
however,  stockholders  may  recognize  taxable  income upon the  occurrence  of
certain subsequent events.

         In addition to the purchase  rights,  we also authorized the new series
of nonredeemable, junior participating preferred stock purchasable upon exercise
of the Rights.  Each preferred  share will be entitled to an aggregate  dividend
equal to the greater of $1 per share or 100 times the  dividend  declared on the
common shares. In the event of liquidation,  the holders of the preferred shares
will be  entitled  to  receive an  aggregate  liquidation  payment  equal to the
greater of $100 or 100 times the payment  made per share of common  stock.  Each
preferred  share will have 100 votes,  voting  together with the common  shares.
Finally, in the event of any merger, consolidation or other transaction in which
common shares are exchanged,  each  preferred  share will be entitled to receive
100 times the amount  received per common  share.  These rights are protected by
customary anti-dilution provisions. In the event of issuance of preferred shares
upon exercise of the Rights, depositary receipts may be issued for to facilitate
trading.  The dividend,  liquidation and voting rights,  and the  non-redemption
feature,  of the  preferred  shares  are  designed  so that the value of the one
one-hundredth  interest in a preferred  share  purchasable  with each Right will
approximate the value of one share of common stock.

         Upon  written  request,  we will  provide  you a copy of a "Summary  of
Rights to Purchase Shares" which explains the Plan in further detail.

                                   On behalf of the Board of Directors.



                                            John F. McGill, Jr.
                                   President and Chief Executive Officer