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 September 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, October 23, 2001.

                  Class                       Outstanding
--------------------------------------------------------------------------------
         $.10 par value common stock           6,699,955

<PAGE>

                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                                    FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 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>
                                                                                  September 30, 2001        December 31, 2000
                                                                                  ------------------        -----------------
<S>                                                                                  <C>                        <C>
ASSETS
Cash on hand and in banks ......................................................       $    2,953                 $   4,132
Interest-bearing deposits ......................................................           23,590                    16,188
                                                                                       ----------                 ---------
                  Total cash and cash equivalents ..............................           26,543                    20,320
Investments held to maturity
                  (approximate fair value of $60,406)...........................           61,343                        --
Investments available for sale at fair value
                  (amortized cost of $20,571 and $134,858) .....................           19,279                   128,198
Mortgage-backed securities available for sale at fair value
                  (amortized cost of $285,483 and $258,297) ....................          291,864                   258,870
Trading securities..............................................................           26,603                    28,034
Loans receivable (net of allowance for loan losses of
                  $2,083 and $1,682) ...........................................          253,304                   215,832
Loans held for sale ............................................................               --                     3,528
Accrued interest receivable ....................................................            4,142                     4,711
FHLB stock - at cost ...........................................................            8,844                     8,594
Real estate acquired through foreclosure - net .................................               72                        47
Office properties and equipment - net ..........................................            6,372                     6,920
Cash surrender value of life insurance .........................................           12,431                    12,066
Excess of cost over fair value of net assets acquired ..........................            7,861                     7,419
Prepaid expenses and other assets ..............................................            4,486                     2,243
Prepaid income taxes............................................................              411                        --
Deferred income taxes ..........................................................               --                     3,398
                                                                                       ----------                 ---------
                  TOTAL ASSETS .................................................       $  723,555                 $ 700,180
                                                                                       ==========                 =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits .......................................................................       $  419,317                 $ 406,684
Accrued interest payable .......................................................              924                       982
Advances from borrowers for taxes and insurance ................................            1,806                     2,534
FHLB advances ..................................................................          176,884                   171,884
Payable to brokers and dealers .................................................           26,603                    27,879
Accounts payable and accrued expenses ..........................................            6,319                     4,871
Other borrowings ...............................................................            3,000                     1,750
Dividends payable ..............................................................              538                       498
Deferred income taxes...........................................................               88                        --
Accrued income taxes ...........................................................               --                        40
                                                                                       ----------                 ---------
                  TOTAL LIABILITIES ............................................          635,479                   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; 6,729,955 outstanding September 30, 2001
and 7,118,161 outstanding December 31, 2000 ....................................              900                       900
Additional paid-in capital .....................................................           92,894                    93,330
Common stock acquired by stock benefit plans ...................................          (6,592)                    (7,261)
Treasury stock at cost, 2,270,034 shares at September 30, 2001 and
1,881,828 shares at December 31, 2000 ..........................................         (20,508)                   (16,645)
Accumulated other comprehensive income (loss)...................................            2,763                    (4,015)
Retained earnings - partially restricted .......................................           18,619                    16,749
                                                                                       ----------                 ---------
                  Total stockholders' equity ...................................           88,076                    83,058
                                                                                       ----------                 ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .....................................       $  723,555                 $ 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 Nine Months
                                                                      Ended September 30,                Ended September 30,
                                                                      -------------------                -------------------
                                                                      2001          2000                 2001         2000
INTEREST INCOME:
<S>                                                              <C>           <C>                  <C>          <C>
   Interest on loans.....................................           $ 4,963       $  3,999            $ 14,243       $11,023
   Interest on mortgage-backed securities................             4,314          4,206              13,202        11,338
   Interest and dividends on investments.................             1,909          2,708               6,686         8,173
                                                                    -------       --------            --------       -------
       Total interest income.............................            11,186         10,913              34,131        30,534
                                                                    -------       --------            --------       -------
INTEREST EXPENSE:
   Interest on deposits..................................             4,318          4,175              13,687        11,077
   Interest on borrowed money............................             2,398          2,594               7,236         7,567
                                                                    -------       --------            --------       -------
       Total interest expense............................             6,716          6,769              20,923        18,644
                                                                    -------       --------            --------       -------
NET INTEREST INCOME                                                   4,470          4,144              13,208        11,890

PROVISION FOR LOAN LOSSES................................               187            120                 427           360
                                                                    -------       --------            --------       -------
NET INTEREST INCOME AFTER PROVISION
   FOR LOAN LOSSES.......................................             4,283          4,024              12,781        11,530
                                                                    -------       --------            --------       -------
OTHER INCOME:
   Service charges and other fees........................               352            144                 759           365
   Loss on sale of real estate owned.....................                --             --                  --           (34)
   (Loss) gain on sale of mortgage-backed securities.....                (5)            --                 136           173
   (Loss) gain on sale of loans..........................                --             --                 (11)           23
   Gain on sale of investments...........................               221             --                 221           333
   Loss on SBIC investments..............................              (125)            --                (428)           --
   Rental income.........................................                56             40                 152           113
   Trading revenues from brokerage operations............               703            351               1,598           465
   Miscellaneous other income............................                 8            142                  91           192
                                                                    -------       --------            --------       -------
       Total other income................................             1,210            677               2,518         1,630
                                                                    -------       --------            --------       -------
OTHER EXPENSES:
   Salaries and employee benefits........................             2,066          1,552               5,745         4,140
   Occupancy and equipment...............................               596            423               1,747         1,089
   Federal insurance premium.............................                19             17                  60            47
   Professional fees.....................................               105            119                 318           296
   Advertising and promotion.............................                70            102                 244           263
   Amortization of excess of cost over fair value
   of assets acquired....................................               180             96                 540            96
   Other.................................................               817            722               2,449         1,864
                                                                    -------       --------            --------       -------
       Total other expenses..............................             3,853          3,031              11,103         7,795
                                                                    -------       --------            --------       -------
INCOME BEFORE INCOME TAXES...............................             1,640          1,670               4,196         5,365
                                                                    -------       --------            --------       -------
INCOME TAXES.............................................               372            329                 807         1,139
                                                                    -------       --------            --------       -------
NET INCOME...............................................           $ 1,268       $  1,341            $  3,389       $ 4,226
                                                                    =======       ========            ========       =======

BASIC EARNINGS PER SHARE.................................           $   .20       $    .20            $    .52       $   .61
DILUTED EARNINGS PER SHARE...............................           $   .20       $    .20            $    .52       $   .61

WEIGHTED AVERAGE SHARES
   OUTSTANDING - BASIC...................................          6,308,201     6,838,169            6,458,456    6,929,044
WEIGHTED AVERAGE SHARES
   OUTSTANDING - DILUTED.................................          6,347,245     6,875,715            6,500,619    6,962,550
</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 Nine Months
                                                                                                Ended September 30,
                                                                                                -------------------
                                                                                             2001                2000
                                                                                             ----                ----
<S>                                                                                     <C>                 <C>
OPERATING ACTIVITIES:
Net income..................................................................              $  3,389            $  4,226
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
   Provision for loan losses................................................                   427                 360
   Depreciation.............................................................                   767                 480
   Amortization of stock benefit plans......................................                   649                 633
   Amortization of excess of cost over fair value of net assets acquired....                   540                  96
   Amortization of net premiums (discounts) on:
     Loans purchased........................................................                    53                  37
     Investments............................................................                  (790)             (1,011)
     Mortgage-backed securities.............................................                 1,071                 629
   Loss (gain) on sale of loans.............................................                    11                 (23)
   Gain on sale of investments..............................................                  (221)               (333)
   Gain on sale of mortgage-backed securities...............................                  (136)               (173)
   Net decrease (increase) in trading securities............................                 1,431              (4,059)
   Loss on sale of real estate owned........................................                    --                  34
   Increase in other assets.................................................                (2,697)             (9,068)
   Increase in other liabilities............................................                    56               4,566
                                                                                          --------               -----
Net cash provided by (used in) operating activities.........................                 4,550              (3,606)
                                                                                          --------               -----
INVESTING ACTIVITIES:
Principal collected on:
   Mortgage-backed securities...............................................                80,392              16,108
   Loans....................................................................                45,073              26,381
Loans originated............................................................               (82,732)            (56,758)
Loans acquired..............................................................                    --             (11,024)
Increase in loans resulting from branch acquisitions........................                    --                (340)
Purchases of:
   Investments .............................................................                  (103)             (2,788)
   Mortgage-backed securities...............................................               (140,913)           (69,801)
   Office properties and equipment..........................................                (1,204)             (1,148)
   FHLB Stock...............................................................                  (250)               (149)
Increase in office properties/equipment resulting from branch acquisitions..                    --              (3,534)
Proceeds from the sale of loans.............................................                 3,199                  23
Proceeds from the sale of investments.......................................                13,829                 833
Proceeds from the sale of mortgage-backed securities........................                32,400              17,617
Proceeds from the redemption of FHLB stock..................................                    --               1,500
Proceeds from sale of real estate owned.....................................                    --                  25
Maturities and calls of investments.........................................                39,632                  --
                                                                                          --------               -----
Net cash used in investing activities.......................................               (10,677)            (83,055)
                                                                                          --------               -----
FINANCING ACTIVITIES:
Net increase in deposits....................................................                12,633              17,673
Increase in deposits resulting from branch acquisitions.....................                    --              94,977
Net decrease in advances from borrowers for taxes and insurance.............                  (728)               (685)
Net increase (decrease) in FHLB advances....................................                 5,000             (30,000)
Net increase (decrease) in other borrowings.................................                 1,250              (1,000)
Purchase of treasury stock..................................................                (4,286)             (2,963)
Cash dividends..............................................................                (1,519)             (1,408)
                                                                                          --------               -----
Net cash provided by financing activities...................................                12,350              76,594
                                                                                          --------               -----
Net decrease (increase) in cash and cash equivalents........................                 6,223             (10,067)
Cash and cash equivalents, beginning of period..............................                20,320              37,197
                                                                                          --------               -----
Cash and cash equivalents, end of period....................................              $ 26,543            $ 27,130
                                                                                          ========            ========
SUPPLEMENTAL DISCLOSURES
Interest paid on deposits and funds borrowed................................              $ 20,985            $ 18,476
Income taxes paid...........................................................                   930                 846
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
nine-month  periods ended September 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 September 30, 2001 consisted of the following:

                                                           September 30, 2001
                                                        Amortized    Approximate
                                                          Cost       Fair Value
                                                          ----       ----------
FHLB and FHLMC bonds - more than 10 years..........    $  14,851    $   14,093
Municipal bonds - 5 to 10 years....................          147           148
Municipal bonds - more than 10 years...............       46,345        46,165
                                                       ---------    ----------
Total..............................................    $  61,343    $   60,406
                                                       =========    ==========

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

<TABLE>
<CAPTION>
                                                            September 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......................................    $            $               $   6,011      $    6,024
More than 10 years.................................                                    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.......................................        1,509         1,509          1,439           1,439
Capital trust securities...........................       12,807        11,377         12,847          10,727
Equity investments.................................        4,745         4,883          5,345           5,104
Other..............................................        1,510         1,510          1,477           1,477
                                                       ---------    ----------      ---------      ----------
Total..............................................    $  20,571    $   19,279      $ 134,858      $  128,198
                                                       =========    ==========      =========      ==========
</TABLE>
                                                                               6
<PAGE>

NOTE 4 - MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

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

<TABLE>
<CAPTION>
                                                            September 30, 2001        December 31, 2000
                                                        Amortized    Approximate    Amortized    Approximate
                                                          Cost       Fair Value       Cost       Fair Value
                                                       ---------    ----------     ---------    ----------
<S>                                                  <C>          <C>            <C>          <C>
GNMA pass-through certificates.......................  $ 133,538    $  137,305     $ 159,303    $  160,075
FNMA pass-through certificates.......................    102,770       104,543        74,246        73,727
FHLMC pass-through certificates......................     44,188        44,876        18,837        19,075
FHLMC real estate mortgage investment conduits.......      4,987         5,140         5,911         5,993
                                                       ---------    ----------     ---------    ----------
Total................................................  $ 285,483    $  291,864     $ 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 September  30, 2001 and December 31, 2000  consisted of the
following:

<TABLE>
<CAPTION>
                                                        September 30, 2001    December 31, 2000
                                                        ------------------    -----------------
<S>                                                       <C>                   <C>
Mortgage loans:
         1 - 4 family residential.......................    $  125,842            $  121,230
         Commercial real estate.........................        62,892                54,763
Home equity lines of credit and improvement loans.......        18,762                12,999
Commercial non-mortgage loans...........................        24,881                14,731
Construction loans - net................................        22,794                14,210
Loans on savings accounts...............................           636                   726
Consumer loans    ......................................           734                   152
                                                            ----------            ----------
         Total loans....................................       256,541               218,811
                                                            ----------            ----------
Plus: unamortized premiums..............................           290                   347
Less:
         Net discounts on loans purchased...............           (13)                  (15)
         Deferred loan fees.............................        (1,431)               (1,629)
         Allowance for loan losses......................        (2,083)               (1,682)
                                                            ----------            ----------
Total                                                       $  253,304            $  215,832
                                                            ==========            ==========
</TABLE>

NOTE 7 - DEPOSITS

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

<TABLE>
<CAPTION>
                                      September 30, 2001       December 31, 2000
                                     Amount   % of Total       Amount   % of Total
                                     ------   ----------       ------   ----------
<S>                             <C>           <C>         <C>           <C>
NOW accounts and
   transaction checking          $   41,586       9.9%      $   41,181      10.1%
Money Market Demand accounts         37,018       8.8%          26,582       6.5%
Passbook accounts                   107,669      25.7%         103,209      25.4%
Certificate accounts                233,044      55.6%         235,712      58.0%
                                 ----------     -----       ----------     -----
Total                            $  419,317     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  nine-month  periods  ended  September  30, 2001,  the Company
reported  total  comprehensive  income  of  approximately  $4,400  and  $10,200,
respectively. For the three and nine-month periods of the prior year the Company
reported  total  comprehensive   income  of  approximately  $2,600  and  $4,100,
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 September 18, 2001, the Company declared a dividend of $.08 per share payable
October 15, 2001 to stockholders of record on September 30, 2001.

NOTE 11 - NEW ACCOUNTING STANDARDS

In June 2001,  the FASB issued two new  pronouncements:  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.  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. Currently,
the FASB is working to provide  clarification and guidance on the implementation
of certain  issues of SFAS Nos. 141 and 142,  including  treatment of identified
core deposit intangibles and unidentifiable intangible assets recognized in bank
and thrift  acquisitions.  The Company is currently evaluating the provisions of
SFAS 141, SFAS 142 and the proposed  guidance.  The Company has not made a final
determination of the impact of adopting these statements.

In August 2001,  the FASB issued SFAS No. 144,  Accounting for the Impairment or
Disposal of Long-Lived Assets This statement addresses financial  accounting and
reporting for the  impairment or disposal of long-lived  assets.  This statement
supercedes SFAS no. 121,  Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets to Be  Disposed  Of, and the  accounting  and  reporting
provisions  of APB No. 30,  Reporting  the Results of  Operations-Reporting  the
Effects of Disposal of a Segment of a Business,  and Extraordinary,  Unusual and
Infrequently  Occurring Events and Transactions,  for disposal of a segment of a
business.  This statement is effective for fiscal years beginning after December
15,  2001.  This  statement,  when  adopted,  is not expected to have a material
impact on the 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    Diluted  earnings per share was $.20 for the quarter  ended  September  30,
     2001,  an increase of 17.6% over earnings per share of $.17 for the quarter
     ended June 30, 2001.

o    RMB's newest  Banking  Office  opened for  business on September  17, 2001.
     Located in Northern Liberties section of Philadelphia,  this de-novo office
     represents  RMB's first metro  location and positions the bank in a dynamic
     section of the city.

o    Outstanding  loans grew  $12.4  million or 5.2% from  second  quarter  2001
     contributing to an increase of $33.9 million or 15.5% year to date.

o    Non-performing  assets were $3.3 million at September  30, 2001 as compared
     to $3.0 million at June 30, 2001.  As  previously  disclosed,  $2.8 million
     represents one  non-performing  commercial  real estate loan  classified as
     substandard at June 30, 2001.

o    Transaction and money market account deposits grew 5.2% from second quarter
     2001  representing an increase of 15.9% year to date. The Company continues
     to  focus  on  collecting   low-cost  service  sensitive  accounts  and  is
     successfully   reaching  into  new  markets  while  continuing  to  attract
     customers  adversely  affected by the  consolidation of larger banks in the
     area.

o    Net interest  income  increased 5.3% from second quarter 2001.  There was a
     slight  increase in the net interest  margin due primarily to the Company's
     aggressive  deposit  repricing over the past six months which was offset by
     continued heavy repayments in the mortgage-backed  securities portfolio and
     agency securities called. The net interest rate spread was 2.23%, and 2.03%
     respectively,  for the three months ended  September  30, 2001 and June 30,
     2001.

o    TGH Securities trading revenues, which are included in non-interest income,
     increased 31.4% from second quarter 2001.

--------------------- -------------- -------------- ------------ ---------------
                       QTR 9/30/01     QTR 6/30/01  $ INCREASE    % INCREASE
--------------------- -------------- -------------- ------------ ---------------
Net Interest Income   $      4,470    $     4,243   $      227        5.3%
--------------------- -------------- -------------- ------------ ---------------
Non-interest Income          1,210            876          334       38.1%
--------------------- -------------- -------------- ------------ ---------------
Non-interest Expense         3,853          3,598          255        7.1%
--------------------- -------------- -------------- ------------ ---------------
Net Income                   1,268          1,145          123       10.7%
--------------------- -------------- -------------- ------------ ---------------
Loans                      253,304        240,848       12,456        5.2%
--------------------- -------------- -------------- ------------ ---------------
Deposits                   419,317        417,035        2,282        1.0%
--------------------- -------------- -------------- ------------ ---------------

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

Total assets were $723.6 million at September 30, 2001, representing an increase
of $23.4 million from the balance of $700.2  million at December 31, 2001.  This
increase was due  primarily to an increase in loans  receivable of $33.9 million
which was funded by mortgage-backed securities repayments,  proceeds from agency
securities called and an increase in deposits of $12.6 million.

Investments  held to  maturity  increased  $61.3  million  to $61.3  million  at
September 30, 2001  primarily due to the transfer of certain  available-for-sale
securities  during the prior  quarter to  held-to-maturity  securities  of $75.4
million, offset by $15 million in calls on securities.
                                                                               9
<PAGE>
Investments  available  for sale  decreased  $108.9  million to $19.3 million at
September 30, 2001 from $128.2  million at December 31, 2000 due to the transfer
discussed above, as well as to $25.0 million in calls on securities and sales of
$13.0 million.

Mortgage-backed  securities increased $33.0 million, or 12.7%, to $291.9 million
at September  30, 2001 from $258.9  million at December 31, 2000.  This increase
was primarily the result of $141.0 million in purchases  offset by $32.3 million
in sales and $80.4 million in repayments.

Loans  receivable  increased  $33.9  million,  or 15.5%,  to $253.3  million  at
September 30, 2001 from $215.8  million at December 31, 2000.  This increase was
primarily  the result of $85.0  million  of loan  originations  including  $50.0
million  of  non-residential  loans,  offset by  principal  repayments  of $45.4
million.

Deposits  increased  $12.6 million,  or 3.1%, to $419.3 million at September 30,
2001 from  $406.7  million at  December  31,  2000.  NOW  accounts,  transaction
checking and money market accounts  increased $10.8 million;  passbook  accounts
increased $4.5 million,  and certificates  decreased $2.7 million as a result of
focused  marketing and business  development  initiatives  aimed at building the
Company's core deposit base.

Total stockholders'  equity increased $5.0 million, or 6.0%, to $88.1 million at
September  30, 2001 from $83.1  million at December 31, 2000  primarily due to a
decrease in the accumulated other comprehensive loss of $6.8 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  income  (loss)  may
fluctuate for each interim and year-end period.

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

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

<TABLE>
<CAPTION>
                                                     At                   At
                                             September 30, 2001    December 31, 2000
                                             ------------------    -----------------
                                                      (Dollars in Thousands)

<S>                                              <C>                  <C>
Total non-performing loans......................   $ 3,223              $  170
Real estate owned...............................        72                  47
                                                   -------              ------
Total non-performing assets.....................   $ 3,295              $  217
                                                   =======              ======

Total non-performing loans to
total loans.....................................      1.27%                .08%

Total non-performing assets to
total assets....................................       .45%                .03%

Allowance for loan loss.........................   $ 2,083              $1,682

Allowance for loan losses as a percentage
of total non-performing assets..................        63%                775%

Allowance for loan losses as a percentage
of total non-performing loans...................        65%                989%

Allowance for loan losses as a percentage
of total average loans..........................       .85%                .81%
</TABLE>

Non-performing  assets were $3.3  million at  September  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  at June 30,
2001.  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 Nine-month Periods Ended  September
--------------------------------------------------------------------------------
30, 2001 and 2000
-----------------

Net Income. Net income for the quarter ended September 30, 2001 was $1.3 million
or $.20 diluted  earnings per share as compared to net income of $1.3 million or
$.20 diluted  earnings per share for the quarter ended  September 30, 2000.  Net
income for the nine months
                                                                              10
<PAGE>

ended September 30, 2001 was $3.4 million or $.52 diluted  earnings per share as
compared to net income of $4.2  million or $.61  diluted  earnings per share for
the same period of the prior year.  Net income for nine months  ended  September
30, 2001 declined  from the 2000  comparative  period due to margin  compression
resulting from the effect of the Federal  Reserve's  reduction of interest rates
during 2001 as well as to costs incurred in connection  with building the Bank's
infrastructure  in the  areas of  credit  administration,  training,  electronic
banking and business  development.  This was  slightly  offset by an increase in
other  non-interest  income  resulting  from nine  months of  operations  at TGH
Securities  versus  only five  months in the prior  year  period.  Net  interest
margins for the current three and nine-month periods ended were 2.70% and 2.67%,
respectively, compared to 2.77% and 2.80%, respectively, for the same periods of
the prior year.

The  continued  easings by the Federal  Reserve  (450 basis points year to date)
have been very helpful in pricing down the Company's  deposits,  however, at the
same time,  the Company's  investment  portfolio  continued to experience  heavy
repayments and calls which prevent margin  expansion.  Accordingly,  the current
interest rate environment,  if sustained, will negate any measurable widening of
the margin.

Total Interest Income.  Interest income for the quarter ended September 30, 2001
increased $273,000 over the quarter ended September 30, 2000 primarily due to an
increase of $65.3  million in the  average  balance of  interest-earning  assets
partially offset by a decrease in the average yield of 55 basis points. Interest
income for the nine months ended  September 30, 2001 increased $3.6 million over
the nine months ended  September 30, 2000  primarily due to an increase of $93.1
million in the average balance of interest-earning  assets partially offset by a
decrease in the average yield of 29 basis points.

Total Interest  Expense.  Interest  expense for the quarter ended  September 30,
2001  decreased  $53,000  over the  quarter  ended  September  30, 2000 due to a
decrease in the average cost of funds of 54 basis points  partially offset by an
increase  in the  average  balance  of  interest-bearing  liabilities  of  $59.1
million. Interest expense for the nine months ended September 30, 2001 increased
$2.3 million over the nine months ended September 30, 2000 due to an increase in
the average balance of  interest-bearing  liabilities of $84.9 million partially
offset by a decrease the average cost of funds of 20 basis points.

Net Interest  Income.  Net interest  income for the three months ended September
30, 2001 increased $326,000,  or 7.9%, over the three months ended September 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 2 basis
points to 2.23% for the three months ended September 30, 2001 from 2.25% for the
same period in 2000. Net interest income for the nine months ended September 30,
2001  increased  $1.3 million,  or 11.1%,  as compared to the same period of the
prior year. The net interest spread for the current  nine-month period decreased
by 10 basis  points to 2.17% for the nine months ended  September  20, 2001 from
2.27% for the same period in 2000.

Provision  for Losses on Loans.  The provision for losses on loans for the three
and nine  months  ended  September  30,  2001  totaled  $187,000  and  $427,000,
respectively, as compared to $120,000 and $360,000 for the same periods in 2000.
The increase in the  provision for losses on loans for the three and nine months
ended  September  30,  2001,  as  compared  to the  same  periods  in  2000,  is
precipitated  by  increased  non-performing  loans and a larger loan  portfolio,
specifically  commercial real estate loans,  commercial  non-mortgage  loans and
construction  loans-net.  See  "Non-performing  Assets"  and  "Note  6  -  Loans
Receivable"  in  the  notes  to  unaudited  consolidated  financial  statements.
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.  The allowance for loan losses is at a
level  that  represents  management's  best  estimates  of  losses  in the  loan
portfolio  at the  balance  sheet  date.  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 quarter and nine months ended
September 30, 2001 increased $533,000 and $888,000,  respectively, over the same
periods of the prior year.  The increase in  non-interest  income was  primarily
from TGH  Securities.  In the three and nine months  ended  September  30, 2001,
trading   revenues  from  TGH   Securities   were  $703,000  and  $1.6  million,
respectively,  compared to $351,000 and  $465,000,  respectively,  over the same
prior year periods.

Non-interest  Expenses.  Total  non-interest  expense  for the  quarter and nine
months  ended   September  30,  2001   increased   $822,000  and  $3.3  million,
respectively,  over the same  periods of the prior  year.  The most  significant
increases in non-interest  expense for the current quarter and nine 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  building  of the  Bank's  infrastructure  in  the  areas  of  credit
administration,  training,  electronic  banking and  business  development,  the
operations of TGH  Securities and the branch  acquisitions.  Salary and employee
benefits and other costs for TGH Securities are directly  related to the trading
revenues it generates.  For the current three and nine month  periods,  salaries
and employee benefits,  occupancy and equipment costs and goodwill  amortization
increased $771,000 and $2.7 million, respectively, over the same 2000 periods.

                                                                              11
<PAGE>

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

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

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

Tangible capital.......................     $  51,395          7.73%
Tangible capital requirement...........         9,970          1.50%
                                            ---------          ----
Excess over requirement................     $  41,425          6.23%
                                            =========          ====

Core capital...........................     $  51,395          7.73%
Core capital requirement...............        26,588          4.00%
                                            ---------          ----
Excess over requirement................     $  24,807          3.73%
                                            =========          ====

Risk based capital.....................     $  53,478         19.19%
Risk based capital requirement.........        22,291          8.00%
                                            ---------          ----
Excess over requirement................     $  31,187         11.19%
                                            =========         =====

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
nine months ended  September 30, 2001, the Company  originated  $82.7 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 $140.9 million during the nine-month period
ended September 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  September  30,  2001,  cash and cash  equivalents
totaled $26.5  million.  The Bank's  liquidity  ratio was 6.32% at September 30,
2001.

The Company anticipates that it will have sufficient funds available to meet its
current commitments.  As of September 30, 2001, the Company had $31.3 million in
commitments  to fund loans.  Certificates  of deposit,  which were  scheduled to
mature in one year or less,  as of September  30, 2001 totaled  $197.5  million.
Management believes that a significant portion of such deposits will remain with
the Company.

                                                                              12
<PAGE>

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


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

<S>                                                       <C>         <C>                   <C>          <C>
Return on average assets                                      .71%        .82%                  .76%         .94%
Return on average equity                                     5.79%       6.84%                 5.19%        7.50%
Yield on average interest-earning assets                     6.75%       7.30%                 6.90%        7.19%
Cost of average interest-bearing liabilities                 4.51%       5.05%                 4.72%        4.92%
Interest rate spread (2)                                     2.23%       2.25%                 2.17%        2.27%
Net interest margin                                          2.70%       2.77%                 2.67%        2.80%
</TABLE>

<TABLE>
<CAPTION>

                                                             At September 30, 2001              At December 31, 2000
                                                             ---------------------              --------------------
<S>                                                               <C>                                <C>
Tangible book value per share                                       $11.92                             $10.63

</TABLE>

(1)  The ratios for the three and nine-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 nine months ended  September 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".


<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 September 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
September 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

None

ITEM 5.    OTHER INFORMATION

None

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

a)       The following Exhibits are filed as part of this report:
<TABLE>
<CAPTION>
        <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

           None

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




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

                                                                              15