SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

(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, 2002

                           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 14, 2002.

             Class                                          Outstanding
--------------------------------------------------------------------------------
    $.10 par value common stock                              5,347,655

<PAGE>


                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                                   FORM 10-Q/A
                       FOR THE QUARTER ENDED JUNE 30, 2002

                                      INDEX

<TABLE>
<S>                                                                                             <C>
                                                                                                   Page
                                                                                                  Number
                                                                                                  ------
PART I - UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF
               THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES

    Item 1.    Unaudited Condensed Consolidated Financial Statements and Notes Thereto..............3

    Item 2.    Management's Discussion and Analysis of Financial
               Condition and Results of Operations.................................................10

    Item 3.    Quantitative and Qualitative Disclosures about Market Risk..........................14

PART II - OTHER INFORMATION

    Item 1.    Legal Proceedings...................................................................15

    Item 2.    Changes in Securities...............................................................15

    Item 3.    Defaults upon Senior Securities.....................................................15

    Item 4.    Other Information...................................................................15

    Item 5.    Exhibits and Reports on Form 8-K....................................................15

SIGNATURES        .................................................................................16

</TABLE>



This Amendment No. 1 on Form 10-Q/A amends and restates the quarterly  report on
Form  10-Q  for  the  quarterly  period  ended  June  30,  2002 to  reflect  the
restatement of the Company's balance sheet as of June 30, 2002.




<PAGE>



                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
       UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                      June 30, 2002     December 31, 2002
                                                                                      -------------     -----------------

<S>                                                                                  <C>                  <C>
ASSETS
Cash on hand and in banks ......................................................       $    2,830           $   3,909
Interest-bearing deposits ......................................................           28,362              18,814
                                                                                       ----------           ---------
                  Total cash and cash equivalents ..............................           31,192              22,723

Investments held to maturity
                  (approximate fair value of  $62,558)..........................              ^--             ^63,824
Investments available for sale at fair value
                  (amortized cost of $67,550 and $16,654) ......................          ^68,164             ^16,078

Mortgage-backed securities available for sale at fair value
                  (amortized cost of $296,850 and $295,998) ....................          303,389             299,216
Trading securities.............................................................            47,711              14,261
Loans receivable (net of allowance for loan losses of
                  $2,023 and $2,511) ...........................................          291,795             259,220
Accrued interest receivable ....................................................            4,231               4,056
FHLB stock - at cost ...........................................................            8,844               8,844
Real estate acquired through foreclosure - net .................................            2,052                  81
Office properties and equipment - net ..........................................            6,732               6,340
Cash surrender value of life insurance .........................................           14,862              12,563
Excess of cost over fair value of net assets acquired ..........................            7,318               7,680
Prepaid expenses and other assets ..............................................            4,887               4,240
Prepaid income taxes............................................................              770                 538
Deferred income taxes ..........................................................               --                 744
                                                                                       ----------           ---------

                  TOTAL ASSETS .................................................       $ ^791,947           $^720,408

                                                                                       ==========           =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits .......................................................................       $  466,258           $ 431,583
Accrued interest payable .......................................................              896                 918
Advances from borrowers for taxes and insurance ................................            2,049               2,571
FHLB advances ..................................................................          176,884             176,884
Payable to brokers and dealers .................................................           47,628              14,109
Accounts payable and accrued expenses ..........................................            8,564               7,360
Other borrowings ...............................................................            4,500               1,000
Dividends payable ..............................................................              429                 528


Deferred income taxes...........................................................             ^803                  --

                                                                                       ----------           ---------


                  TOTAL LIABILITIES ............................................         ^708,011             634,953

                                                                                       ----------           ---------

Company-obligated mandatorily redeemable preferred securities of a subsidiary
trust holding solely junior subordinated debentures of the Company..............           10,000                  --

Commitments and Contingencies

Stockholders' Equity:
Preferred stock, no par value - 10,000,000 shares authorized,
none issued in 2002 and 2001 ...................................................               --                  --
Common stock - $.10 par, 40,000,000 shares authorized, 8,999,989
issued in 2002 and 2001; 5,367,655 outstanding June 30, 2002
and 6,607,955 outstanding December 31, 2001 ....................................              900                 900
Additional paid-in capital .....................................................           92,881              92,889
Common stock acquired by stock benefit plans ...................................           (5,960)             (6,383)
Treasury stock at cost, 3,632,334 shares at June 30, 2002 and
2,392,034 shares at December 31, 2001 ..........................................          (37,773)            (21,626)

Accumulated other comprehensive income..........................................           ^4,325               1,286

Retained earnings - partially restricted .......................................           19,563              18,389
                                                                                       ----------           ---------

                  Total stockholders' equity ...................................          ^73,936              85,455

                                                                                       ----------           ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .....................................       $ ^791,947           $ 720,408

                                                                                       ==========           =========

</TABLE>


See notes to unaudited condensed consolidated financial statements.


                                       3
<PAGE>


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

                                                                     For the Three Months               For the Six Months
                                                                         Ended June 30,                  Ended June 30,
                                                                         --------------                  --------------
                                                                      2002           2001              2002             2001
<S>                                                            <C>            <C>               <C>              <C>
INTEREST INCOME:
   Interest on loans.....................................        $   5,368      $   4,606         $  10,372        $   9,280
   Interest on mortgage-backed securities................            4,058          4,421             8,141            8,888
   Interest and dividends on investments.................            1,352          2,268             2,793            4,777
                                                                 ---------      ---------         ---------        ---------
       Total interest income.............................           10,778         11,295            21,306           22,945
                                                                 ---------      ---------         ---------        ---------

INTEREST EXPENSE:
   Interest on deposits..................................            3,439          4,581             6,886            9,369
   Interest on borrowed money............................            2,481          2,471             4,863            4,838
                                                                 ---------      ---------         ---------        ---------
       Total interest expense............................            5,920          7,052            11,749           14,207
                                                                 ---------      ---------         ---------        ---------

NET INTEREST INCOME                                                  4,858          4,243             9,557            8,738

PROVISION FOR LOAN LOSSES................................              200            120               350              240
                                                                 ---------      ---------         ---------        ---------
NET INTEREST INCOME AFTER PROVISION
   FOR LOAN LOSSES.......................................            4,658          4,123             9,207            8,498
                                                                 ---------      ---------         ---------        ---------
OTHER INCOME:
   Service charges and other fees........................              215            211               463              407
   Gain on sale of real estate owned.....................                6             --                 6               --
   Gain on sale of mortgage-backed securities............              356            141               356              141
   Gain (loss) on sale of loans..........................              177             --               177              (11)
   Loss on sale of investments...........................             (539)            --              (539)              --
   Loss on SBIC investments                                             --            (57)               --             (303)
   Rental income.........................................               51             46               106               96
   Trading revenues from brokerage operations............              683            535               982              895
   Miscellaneous other income............................               --             --                --               83
                                                                 ---------      ---------         ---------        ---------
       Total other income................................              949            876             1,551            1,308
                                                                 ---------      ---------         ---------        ---------

OTHER EXPENSES:
   Salaries and employee benefits........................            2,142          1,895             3,929            3,679
   Occupancy and equipment...............................              660            559             1,331            1,151
   Federal insurance premium.............................               18             21                36               41
   Professional fees.....................................               92            102               397              213
   Advertising and promotion.............................               99             80               202              174
   Amortization of excess of cost over fair value
   of assets acquired....................................              180            180               360              360
   Interest on redeemable preferred securities...........              137             --               137               --
   Other.................................................              865            761             1,763            1,632
                                                                 ---------      ---------         ---------        ---------
       Total other expenses..............................            4,193          3,598             8,155            7,250
                                                                 ---------      ---------         ---------        ---------

INCOME BEFORE INCOME TAXES...............................            1,414          1,401             2,603            2,556
                                                                 ---------      ---------         ---------        ---------

INCOME TAXES.............................................              279            256               476              435
                                                                 ---------      ---------         ---------        ---------

NET INCOME...............................................        $   1,135      $   1,145         $   2,127        $   2,121
                                                                 =========      =========         =========        =========

BASIC EARNINGS PER SHARE.................................           $   .19       $   .17            $   .35         $   .32
DILUTED EARNINGS PER SHARE...............................           $   .19       $   .17            $   .35         $   .32

WEIGHTED AVERAGE SHARES
   OUTSTANDING - BASIC...................................        5,914,161      6,541,185         6,015,890        6,546,716
WEIGHTED AVERAGE SHARES
   OUTSTANDING - DILUTED.................................        6,037,151      6,581,352         6,116,971        6,590,439

</TABLE>

See notes to unaudited condensed consolidated financial statements.


                                       4

<PAGE>


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

                                                                                           For the Six Months
                                                                                             Ended June 30,
                                                                                             --------------

                                                                                         2002               2001
                                                                                         ----               ----
<S>                                                                                 <C>                 <C>
OPERATING ACTIVITIES:
Net income.....................................................................       $  2,127            $ 2,121
Adjustments to reconcile net income to net cash provided
by operating activities:
   Provision for loan losses...................................................            350                240
   Depreciation................................................................            630                499
   Amortization of stock benefit plans.........................................            457                445
   Amortization of excess of cost over fair value of net assets acquired.......            360                360
   Amortization of net premiums (discounts) on:
     Loans purchased...........................................................             43                 36
     Investments...............................................................           (451)              (523)
     Mortgage-backed securities................................................          1,975                547
   (Gain) loss on sale of loans................................................           (177)                11
   Gain on sale of mortgage-backed securities..................................           (356)              (141)
   Loss on sale of investments.................................................            539                 --
   (Gain) on sale of real estate owned.........................................             (6)                --
   Net decrease in trading securities..........................................        (33,450)            (7,146)
   Increase in other assets....................................................         (3,399)            (1,344)
   Increase in other liabilities...............................................         34,604              6,867
                                                                                      --------            -------
Net cash provided by operating activities......................................          3,246              1,972
                                                                                      --------            -------
INVESTING ACTIVITIES:
Principal collected on:
   Mortgage-backed securities..................................................         70,257             45,175
   Loans.......................................................................         45,593             25,999
Loans originated...............................................................        (87,097)           (51,001)
Purchases of:
   Investments ................................................................         (4,744)               (75)
   Mortgage-backed securities..................................................        (94,518)           (67,048)
   Office properties and equipment.............................................         (1,022)              (939)
Proceeds from the sale of mortgage-backed securities...........................         21,790             11,377
Proceeds from the sale of investments..........................................         15,570                 --
Proceeds from the sale of loans................................................          6,722              3,199
Proceeds from the sale of real estate owned....................................             72                 --
Maturities and calls of investments............................................          2,075             24,632
                                                                                      --------            -------
Net cash used in investing activities..........................................        (25,302)            (8,681)
                                                                                      --------            -------
FINANCING ACTIVITIES:
Net increase in deposits.......................................................         34,675             10,351
Net decrease in advances from borrowers for taxes and insurance................           (522)              (626)
Net increase in other borrowings...............................................          3,500                750
Issuance of capital securities.................................................         10,000                 --
Purchase of treasury stock.....................................................        (16,237)            (1,858)
Net proceeds from exercise of stock options....................................             62                 --
Cash dividends.................................................................           (953)              (981)
                                                                                      ---------           --------
Net cash provided by financing activities......................................         30,525              7,636
                                                                                      --------            -------
Net increase in cash and cash equivalents......................................          8,469                927
Cash and cash equivalents, beginning of period.................................         22,723             20,320
                                                                                      --------            -------
Cash and cash equivalents, end of period.......................................       $ 31,192            $21,247
                                                                                      ========            =======
SUPPLEMENTAL DISCLOSURES
Interest paid on deposits and funds borrowed...................................       $ 11,908            $14,283
Income taxes paid..............................................................            870                468
Noncash transfers from loans to real estate owned..............................          2,830                 47
Noncash transfer of investments from available for sale to held to maturity....             --             75,446

Noncash transfer of investments from held to maturity to available for sale....        ^51,385                 --


</TABLE>

See notes to unaudited condensed consolidated financial statements.


                                       5
<PAGE>


                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED 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
four  wholly  owned  subsidiaries:  TGH Corp.,  TGH  Securities,  Thistle  Group
Holdings  Capital Trust I, 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  condensed  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, 2002 are not necessarily  indicative
of the  results  which may be expected  for the entire  fiscal year or any other
future interim period.

These unaudited condensed  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, 2001.

NOTE 3 - INVESTMENTS

Investments held to maturity at June 30, 2002 and December 31, 2001 consisted of
the following:


<TABLE>
<CAPTION>
                                                               June 30, 2002                        December 31, 2001
                                                        Amortized          Approximate         Amortized          Approximate
                                                          Cost             Fair Value            Cost             Fair Value
                                                          ----             ----------            ----             ----------

<S>                                                  <C>                <C>                 <C>                <C>
FHLB and FHLMC bonds - more than 10 years..........    $      --          $       --          $  15,201          $   14,408
Municipal bonds - 5 to 10 years....................           --                  --                777                 789
Municipal bonds - more than 10 years...............           --                  --             47,846              47,361
                                                       ---------          ----------          ---------          ----------

Total..............................................    $      --          $       --          $  63,824          $   62,558
                                                       =========          ==========          =========          ==========
</TABLE>

During the three months  ended June 30,  2002,  the Company sold $15,600 of FHLB
and FHLMC  bonds,  representing  its  entire  portfolio  of zero  coupon  agency
securities,  previously  classified as held to maturity,  at a net loss of $709.
The  Company  executed  the  transaction  to  improve  the  interest-rate   risk
characteristics  of the Bank's  balance  sheet.  The  Company  reclassified  the
remaining held to maturity investments to available for sale.

Investments  available for sale at June 30, 2002 and December 31, 2001 consisted
of the following:

<TABLE>
<CAPTION>
                                                               June 30, 2002                        December 31, 2001
                                                        Amortized          Approximate         Amortized          Approximate
                                                          Cost             Fair Value            Cost             Fair Value
                                                          ----             ----------            ----             ----------

<S>                                                  <C>                <C>                 <C>                <C>
Municipal bonds - 5 to 10 years....................    $     712          $      739          $      --          $       --
Municipal bonds - more than 10 years...............       50,673              51,239                 --                  --
Mutual funds.......................................        1,552               1,552              1,530               1,530
Capital trust securities...........................        9,058               8,118              9,077               8,040
Equity investments.................................        4,024               4,985              4,528               4,989
Other..............................................        1,531               1,531              1,519               1,519
                                                       ---------          ----------          ---------          ----------

Total..............................................    $ ^67,550          $  ^68,164          $ ^16,654          $  ^16,078
                                                       =========          ==========          =========          ==========
</TABLE>

                                       6

<PAGE>

NOTE 4 - MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

Mortgage-backed  securities at June 30, 2002 and December 31, 2001  consisted of
the following:

<TABLE>
<CAPTION>
                                                               June 30, 2002                        December 31, 2001
                                                        Amortized          Approximate         Amortized          Approximate
                                                          Cost             Fair Value            Cost             Fair Value
                                                          ----             ----------            ----             ----------

<S>                                                  <C>                <C>                 <C>                <C>
GNMA pass-through certificates.......................  $ 115,618          $  118,871          $ 106,452          $  108,837
FNMA pass-through certificates.......................    111,634             113,746            114,634             115,109
FHLMC pass-through certificates......................     54,515              55,454             66,417              66,593
FHLMC collateralized mortgage obligations............      3,685               3,737              3,904               3,904
FHLMC real estate mortgage investment conduits.......     11,398              11,581              4,591               4,773
                                                       ---------          ----------          ---------          ----------
Total................................................  $ 296,850          $  303,389          $ 295,998          $  299,216
                                                       =========          ==========          =========          ==========
</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,  2002 and  December  31,  2001  consisted  of the
following:

<TABLE>
<CAPTION>
                                                                 June 30, 2002           December 31, 2001
                                                                 -------------           -----------------

<S>                                                             <C>                        <C>
Mortgage loans:
         1 - 4 family residential.............................    $  126,571                 $  125,504
         Commercial real estate...............................        88,846                     62,532
Home equity lines of credit and improvement loans.............        27,965                     20,923
Commercial non-mortgage loans.................................        23,319                     28,866
Construction loans - net......................................        26,723                     23,677
Loans on savings accounts.....................................           662                        637
Consumer loans................................................         1,023                        879
                                                                  ----------                 ----------

         Total loans..........................................       295,109                    263,018
                                                                  ----------                 ----------
Plus: unamortized premiums....................................           223                        267
Less:
         Net discounts on loans purchased.....................           (13)                       (13)
         Deferred loan fees...................................        (1,501)                    (1,541)
         Allowance for loan losses............................        (2,023)                    (2,511)
                                                                  ----------                 ----------
Total                                                             $  291,795                 $  259,220
                                                                  ==========                 ==========

</TABLE>

NOTE 7 - DEPOSITS

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

<TABLE>
<CAPTION>
                                                           June 30, 2002                         December 31, 2001
                                                      Amount          % of Total              Amount          % of Total
                                                      ------          ----------              ------          ----------

<S>                                             <C>                  <C>                <C>                   <C>
NOW accounts and
   transaction checking                           $   72,223            15.5%             $   47,372             11.0%
Money Market Demand accounts                          41,334             8.9%                 40,029              9.3%
Passbook accounts                                    118,536            25.4%                109,257             25.3%
Certificate accounts                                 234,165            50.2%                234,925             54.4%
                                                  ----------            -----             ----------             -----

Total                                             $  466,258           100.0%             $  431,583            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.  The
weighted  average  shares  used in the  basic  and  diluted  earnings  per share
computations  for the three and  six-month  periods ended June 30, 2002 and 2001
are as follows:

<TABLE>
<CAPTION>
                                                               For the                           For the
                                                         Three Months Ended                 Six Months Ended
                                                              June 30,                          June 30,
                                                              -------                           -------
                                                        2002            2001              2002           2001

<S>                                                <C>            <C>                <C>           <C>
Average common shares outstanding- basic              5,914,161      6,541,185          6,015,890     6,546,716
Increase in shares due to dilutive options              122,990         40,167            101,081        43,723
                                                    -----------    -----------        -----------   -----------
Adjusted shares outstanding - diluted                 6,037,151      6,581,352          6,116,971     6,590,439
                                                    ===========    ===========        ===========   ===========

</TABLE>


NOTE 9 - COMPREHENSIVE INCOME


For the three and six-month  periods ended June 30, 2002,  the Company  reported
total   comprehensive   (loss)  income  of  approximately   $4,800  and  $5,200,
respectively. For the three and six-month periods of the prior year, the Company
reported  total   comprehensive   income  of   approximately   $780  and  $6,200
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 19, 2002, the Company declared a dividend of $.08 per share payable July
15, 2002 to stockholders of record on June 30, 2002.

NOTE 11 - RECENT ACCOUNTING STANDARDS

In June 2001, the Financial  Accounting  Standards Board ("FASB") issued two new
pronouncements:  SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill
and Other Intangible  Assets.  SFAS No. 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 No. 141 also apply to all
business  combinations  accounted for by the purchase  method that are completed
after June 30, 2001.  SFAS No. 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.  However,  SFAS No. 142 does not change the
accounting   prescribed   for  certain   acquisitions   by  banking  and  thrift
institutions,  resulting  in continued  amortization  of the excess of cost over
fair value of net assets  acquired  under SFAS No. 72,  Accounting  for  Certain
Acquisitions  of  Banking or Thrift  Institutions.  In  October  2001,  the FASB
decided to undertake a limited scope project to reconsider  part of the guidance
in SFAS No. 72. In particular,  the FASB decided to reconsider the provisions of
that statement that require  recognition and  amortization of an  unidentifiable
intangible  asset-an asset that is sometimes referred to in practice as "SFAS 72
goodwill".  In March 2002, the FASB tentatively decided, that if the transaction
was a  business  combination  and the core  deposit  intangible  was  separately
recognized,  then  preparers  would  cease  amortization  of all  unidentifiable
intangible  assets. The FASB decided that the final Statement would be effective
upon  issuance  with  retroactive  restatement  for the  nonamortization  of the
unidentified  intangible asset to the beginning of the fiscal year in which SFAS
No. 142 was applied in its entirety.  At June 30, 2002,  as the final  Statement
has not yet been issued, the Company's "SFAS 72 goodwill" amounted to $7,318 and
was subject to amortization of $360 for the six months ended June 30, 2002.

In April 2002, the FASB issued SFAS No. 145,  Rescission of FASB  Statements No.
4, 44, and 64,  Amendment of FASB  Statement No. 13, and Technical  Corrections.
The  provisions of this  statement  related to the  rescission of SFAS No. 4 are
effective  for fiscal years  beginning  after May 15, 2002.  Management  has not
determined the impact of applying these  provisions.  Certain  provisions of the
statement relating to SFAS No. 13 are effective for transactions occurring after
May 15, 2002. All other  provisions of the statement are effective for financial
statements  issued on or after May 15, 2002.  These  provisions had no impact on
the Company's financial statements.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities.  The standard requires companies to recognize costs
associated  with exit or disposal  activities when they are incurred rather than
at the date of a  commitment  to an exit or  disposal  plan.  Examples  of costs
covered by the standard  include lease  termination  costs and certain  employee
severance  costs  that  are  associated  with  a   restructuring,   discontinued
operation, plant closing, or other exit or disposal activity. SFAS No. 146 is to
be applied prospectively to exit or disposal activities initiated after December
31, 2002.


                                       8

<PAGE>


NOTE 12 - CAPITAL SECURITIES

On March 26, 2002, the Company formed a wholly-owned  subsidiary,  Thistle Group
Holdings Capital Trust I, a Delaware business trust (the "Trust").  On April 10,
2002,  the Trust sold $10.0 million of pooled  floating rate capital  securities
(the "Capital Securities") to MM Community Funding III, Ltd. with a stated value
and  liquidation  preference of $1,000 per share.  The  obligations of the Trust
under the Capital  Securities  are fully and  unconditionally  guaranteed by the
Company and the Trust has no independent  operations.  The entire  proceeds from
the sale of the Capital  Securities were used by the Trust to invest in floating
rate  junior   subordinated   debt   securities  of  the  Company  (the  "Junior
Subordinated  Debt").  The  Junior  Subordinated  Debt is  unsecured  and  ranks
subordinate and junior in right of payment to all indebtedness,  liabilities and
obligations of the Company.  The Junior  Subordinated  Debt is the sole asset of
the  Trust.  Interest  on the  Capital  Securities  is  cumulative  and  payable
semi-annually  in arrears.  The  Capital  Securities  mature in April 2032.  The
Company has the right to optionally redeem the Junior Subordinated Debt prior to
the maturity date, but no sooner than five years after the issuance,  at 100% of
the stated liquidation amount, plus accrued and unpaid distributions, if any, on
the redemption date. Upon the occurrence of certain events,  the Company has the
right to redeem the Junior  Subordinated  Debt in whole,  but not in part,  at a
special  redemption  price  before five years have  elapsed.  Proceeds  from any
redemption of the Junior Subordinated Debt will cause a mandatory  redemption of
Capital Securities having an aggregate liquidation amount equal to the principal
amount of the Junior Subordinated Debt redeemed.  Additionally,  under the terms
of the Junior  Subordinated  Debt, the Company will have the right, with certain
limitations, to defer the payment of interest on the Junior Subordinated Debt at
any  time for a period  not  exceeding  twenty  consecutive  quarterly  periods.
Consequently,  distributions  on the Capital  Securities  would be deferred  and
accumulate interest,  compounded  quarterly.  The Capital Securities were issued
without  registration under the Securities Act of 1933, as amended,  in reliance
upon an exemption from registration as provided by Regulation S.

NOTE 13 - TENDER OFFER


During the quarter ended June 30, 2002, the Company  completed its Issuer Tender
Offer ("ITO"), repurchasing 1,129,000 shares at a price of $13.00 per share. The
Company's ITO expired at midnight on the evening of June 20, 2002.



NOTE 14 - AMENDED FORM 10-Q


Subsequent  to the issuance of its  financial  statements  for the three and six
month  periods  ended June 30,  2002,  the Company  determined  that  securities
accounted  for as  held-to-maturity  should  have  instead  been  classified  as
available for sale. As a result, the accompanying condensed consolidated balance
sheet  as of June  30,  2002  has been  restated  from  the  amounts  previously
reported.  The  restatement did not have any effect on net income or related per
share amounts.  The changes to the Company's financial  statements are set forth
as follows:

<TABLE>
<CAPTION>
                                                              Previously Filed
                                                              ----------------
                                          As Amended           June 30, 2002
                                          ----------
                                         June 30, 2002        Form 10-Q filed          Increase
                                           Form 10-Q          August 14, 2002         (Decrease)
                                                                                      ----------
                                                  (In thousands, except per share data)

<S>                                       <C>                  <C>                  <C>
Total assets                                $791,947             $791,354             $    593
Investments held to maturity                      --               51,385              (51,385)
Investments available for sale                68,164               16,186               51,978
Total liabilities                            708,011              707,809                  202
Deferred income taxes                            803                  601                  202
Total liabilities and
   Shareholders' equity                      791,947              791,354                  593
Total shareholders' equity                    73,936               73,545                  391
Accumulated other
   comprehensive income                        4,325                3,934                  391

</TABLE>


                                       9



<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
--------


As  discussed  in Note 14 to the  condensed  consolidated  financial  statements
included in Item 1, the Company has  restated  its balance  sheet as of June 30,
2002.  The following  management  discussion and analysis takes into account the
effect of the restatement.


The Company is having  outstanding  success  collecting core deposit  (checking,
money market and passbook)  accounts and originating  new loan accounts.  Robust
deposit  growth  continues  with total  deposits at June 30, 2002 exceeding $466
million up $49 million from $417 million a year ago. Loans outstanding increased
$51 million to $292  million  from $241  million a year ago.  Of such  increase,
commercial  real  estate and  commercial  loans  increased  $38 million and home
equity  loans and lines  increased  $10 million.  The ability to  implement  the
Company's  plan of loan  origination  and core deposit growth is firmly in place
and now  successfully  being  implemented  through  a  thirteen  banking  office
franchise.

                                  (Dollars in Thousands)
                        6/30/02           6/30/01         % Increase
Deposits               $ 466,000         $ 417,000            12%
Core Deposits            232,000           178,000            30%
Loans                    292,000           241,000            21%


All of the growth in deposits has been in core deposits.  The Company's focus is
on building lasting relationships on both the retail and commercial levels.

                            LINKED QUARTER HIGHLIGHTS
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                      QTR             QTR            INCREASE         % INCREASE
                                    6/30/02         3/31/02         (DECREASE)        (DECREASE)
-------------------------------------------------------------------------------------------------
<S>                             <C>             <C>               <C>                    <C>
Net Interest Income               $   4,721       $   4,699         $     22               .5%
-------------------------------------------------------------------------------------------------
Provision for loan losses               200             150               50             33.3%
-------------------------------------------------------------------------------------------------
Non-interest Income                     949             602              347             57.6%
-------------------------------------------------------------------------------------------------
Non-interest Expense                  4,056           3,962               94              2.4%
-------------------------------------------------------------------------------------------------
Net Income                            1,135             992              143             14.4%
-------------------------------------------------------------------------------------------------
Loans                               291,795         278,730           13,065              4.7%
-------------------------------------------------------------------------------------------------
Deposits                            466,258         451,916           14,342              3.2%
-------------------------------------------------------------------------------------------------

Stockholders' Equity                ^73,936          84,733         ^(10,797)          ^(12.7%)

-------------------------------------------------------------------------------------------------

</TABLE>



o     Stockholders' equity decreased $10.8 million during the quarter, primarily
      due to the Company's issuer tender offer,  which was completed on June 20,
      2002. The Company  repurchased  1,129,000  shares at $13 per share,  which
      reduced its outstanding common shares by 17%

o     Checking accounts increased by $10.4 million or 17% for the quarter.
o     Loans receivable increased $13 million or 4.7% for the quarter. Commercial
      real estate and commercial  loans grew $10.2 million and home equity loans
      and lines increased $4.8 million.
o     TGH Securities' trading revenues increased $384,000 over the prior quarter
      reflecting the 58% increase in non-interest income. Such increase reflects
      the cyclical nature of the municipal note business during peak periods.
o     The increase in consolidated non-interest expense is directly attributable
      to increased trading revenues  partially offset by the absence of $200,000
      in  costs  in the  first  quarter  of the year  related  to the  Company's
      contested annual meeting. However,  non-interest expense at the Bank level
      remained flat for the quarter at $3.6 million.

On July 30, 2002 the President  signed into law the  Sarbanes-Oxley  Act of 2002
(the "Act"),  following an  investigative  order  proposed by the Securities and
Exchange  Commission  ("SEC") on chief  financial  officers and chief  executive
officers of 947 large public companies on June 27, 2002. Additional  regulations
are  expected  to be  promulgated  by the  SEC.  As a result  of the  accounting
restatements by large public  companies,  the passage of the Act and regulations
expected to be implemented by


                                       10

<PAGE>


the SEC, publicly-registered  companies, such as the Company, will be subject to
additional reporting  regulations and disclosure.  These new regulations,  which
are  intended to curtail  corporate  fraud,  will  require  certain  officers to
personally certify certain SEC filings and financial  statements and may require
additional measures to be taken by our outside auditors, officers and directors.

Comparison of Financial Condition at June 30, 2002 from December 31, 2001
-------------------------------------------------------------------------


Total assets were ^$791.9 million at June 30, 2002, representing  an increase of
$71.5  million  from the balance of $720.4  million at December  31,  2001.  The
increase was due to an increase of $33 million in trading  securities  resulting
from the operations of TGH Securities.  In addition,  loans receivable increased
$33 million and were funded by an increase in deposits of $35 million.

Investments  held to  maturity  decreased ^$63.8  million due  primarily  to the
transfer of $51.4 million of municipal  bonds to available for sale, the sale of
certain agency  securities of $14.9 million and calls of municipal bonds of $2.0
million, offset by purchases of $4.7 million.

Investments  available for sale  increased  ^$52.1 million  primarily due to the
transfer of $51.4 million of municipal  bonds from held to maturity to available
for sale.


Trading  securities  increased  $33.4  million to $47.7 million at June 30, 2002
from $14.3 million at December 31, 2001.  Fluctuations in the balance of trading
securities are due to the operations of TGH Securities.

Loans  receivable  increased $32.6 million,  or 12.6%, to $291.8 million at June
30, 2002 from $259.2  million at December 31, 2001.  This increase was primarily
the result of $87.1 million of loan originations, offset by principal repayments
of  $45.6  million  and the  sale of $6.7  million  of  residential  loans.  The
residential  loans were sold to improve  interest  rate  risk.  The  transaction
generated a gain of $177,000.

Deposits  increased $34.7 million,  or 8.03%, to $466.3 million at June 30, 2002
from $431.6 million at December 31, 2001. NOW accounts, transaction checking and
money market accounts increased $26.2 million;  passbook accounts increased $9.3
million,  and certificates  decreased  $760,000 as a result of focused marketing
and  business  development  initiatives  aimed at building  the  Company's  core
deposit base as well as the addition of new banking offices.


Payable to brokers and dealers  increased $33.5 million to $47.6 million at June
30, 2002 from $14.1 million at December 31, 2001. The  fluctuation is due mainly
to 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
or year-end.

Total stockholders'  equity decreased $11.5 million to $73.9 million at June 30,
2002 from $85.4  million at December 31, 2001  primarily  due to treasury  stock
purchases from the Company's  issuer tender offer of $14.7 million and dividends
paid  of  $1.0  million  offset  by  an a  increase  in  the  accumulated  other
comprehensive  income  of  $3.0  million  as a  result  of  changes  in the  net
unrealized  gain  on  the  available  for  sale  securities   portfolio  due  to
fluctuations  in the interest  rates and net income of $2.1 million.  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
                                                     June 30, 2002      December 31, 2001
                                                     -------------      -----------------
                                                           (Dollars in Thousands)

<S>                                                   <C>                  <C>
Total non-performing loans...........................   $   464              $3,178
Real estate owned....................................     2,052                  81
                                                        -------              ------

Total non-performing assets..........................   $ 2,516              $3,259
                                                        =======              ======

Total non-performing loans to
total loans..........................................     .16 %               1.23%

Total non-performing assets to
total assets.........................................     .32 %                .45%

Allowance for loan loss..............................   $ 2,023              $2,511

Allowance for loan losses as a percentage
of total non-performing assets.......................      80 %                 98%

Allowance for loan losses as a percentage
of total non-performing loans........................     436 %                 79%

Allowance for loan losses as a percentage
of total average loans...............................    .73 %                1.05%

</TABLE>

                                       11

<PAGE>


During  the  quarter  ended  June  30,  2002,  the  Company  foreclosed  on  one
non-performing  commercial  real-estate  loan and transferred the balance of the
$2.8 million loan to real estate owned. The real estate is being carried at fair
market value less  estimated  selling costs and is currently  being marketed for
sale.  Upon  transfer  to real  estate  owned,  the  Company  did not  incur any
additional loss.

Comparison of Operations for the Three and Six-Month Periods Ended June 30, 2002
and 2001
--------------------------------------------------------------------------------

Net Income. Net income for the three months ended June 30, 2002 was $1.1 million
or $.19 diluted  earnings per share as compared to net income of $1.1 million or
$.17 diluted  earnings  per share for the three months ended June 30, 2001.  Net
income for the six months  ended June 30, 2002 was $2.1  million or $.35 diluted
earnings  per share as compared to net income of $2.1  million per share or $.32
diluted earnings per share for the same period of the prior year.

Total  Interest  Income.  Interest  income for the  quarter  ended June 30, 2002
decreased  $517,000  over the quarter  ended June 30, 2001,  primarily  due to a
decrease  in the  average  yield  of 89 basis  points,  partially  offset  by an
increase of $65.4  million in the average  balance of  interest-earning  assets.
Interest  income for the six months ended June 30, 2002  decreased  $1.6 million
over the six  months  ended June 30,  2001  primarily  due to a decrease  in the
average  yield of 93 basis  points  partially  offset  by an  increase  of $47.6
million in the average balance of interest-earning assets.

Total  Interest  Expense.  Interest  expense for the quarter ended June 30, 2002
decreased $1 million  over the quarter  ended June 30, 2001 due to a decrease in
the average cost of funds of 111 basis points,  partially  offset by an increase
in the  average  balance  of  interest-bearing  liabilities  of  $70.8  million.
Interest  expense for the six months ended June 30, 2002  decreased $2.3 million
over the six months ended June 30, 2001. The decrease in interest expense is due
to a decrease in the average cost of funds of 112 basis points  partially offset
by an increase in the average balance of  interest-bearing  liabilities of $52.1
million.

Net Interest  Income.  Net interest  income for the quarter  ended June 30, 2002
increased  $478,000 or 11.3% over the quarter ended June 30, 2001.  Net interest
income for the six months  ended June 30, 2002  increased  $682,000 or 7.8% over
the six months ended June 30, 2001.

Provision  for Losses on Loans.  The provision for losses on loans for the three
and six months ended June 30, 2002 totaled $200,000 and $350,000,  respectively,
as compared to $120,000 and $240,000 for the same periods in 2001.  The increase
in the provision for losses on loans for the three and six months ended June 30,
2002,  as compared to the same  periods in 2001,  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
"Note 6 - Loans  Receivable  to the Notes To  Unaudited  Condensed  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.  Non-interest income for the quarter ended June 30, 2002 increased
$73,000 over the quarter  ended June 30, 2001.  Non-interest  income for the six
months ended June 30, 2002 increased $243,000 over the six months ended June 30,
2001.  The quarter and six months ended June 30, 2001  reflected  net  operating
losses of $57,000 and $303,000,  respectively,  for a subsidiary's investment in
small business  investment  companies.  Such losses were not recurring items for
the same  comparative  periods of 2002.  Trading  revenues  from TGH  Securities
increased   $148,000  and  $87,000  for  the  quarter  and  six  months   ended,
respectively, versus the same periods of the prior year.

Non-interest Expenses. Non-interest expense for the quarter and six months ended
June  30,  2002  increased  $595,000  and  $905,000,   respectively,   over  the
comparative 2001 periods.  Salaries and employee benefits increased $247,000 and
$250,000,  respectively, over the same periods of the prior year. Such increases
are due to the variable  nature of compensation  for TGH Securities'  personnel,
the addition of personnel in lending and for two new banking  offices as well as
normal salary  increases.  Occupancy and equipment costs increased  $101,000 and
$180,000,  respectively,  over the same periods of the prior year. The increases
were due to  depreciation  expense  in  connection  with the  completion  of the
installation of a new  enterprise-wide  telephone system in the first quarter of
2002 as well as additional  equipment purchases and related expenses for two new
banking offices.  Professional fees remained flat for the quarter ended June 30,
2002  versus the prior year  period and  increased  $184,000  for the six months
ended June 30, 2002 versus the prior year period. The increase for the six-month
period was related to fees incurred in connection  with the Company's  contested
Annual  Meeting  held in April  2002.  Other  expenses


                                       12

<PAGE>


increased  $104,000  and  $131,000,  respectively,  due to  increases in payroll
taxes,  telephone  expenses,  and other printing and mailing expenses  resulting
from the Company's contested Annual Meeting.


Critical Accounting Policies
----------------------------

In  Management's  opinion,  the most critical  accounting  policy  impacting the
Company's  financial  statements  is the  evaluation  of the  allowance for loan
losses.  Management  carefully monitors the credit quality of the loan portfolio
and makes estimates about the amount of credit losses that have been incurred at
each financial statement date. Management evaluates the fair value of collateral
supporting the impaired loans using independent appraisals and other measures of
fair value.  This process involves  subjective  judgments and assumptions and is
subject  to change  based on  factors  that may be  outside  the  control of the
Company.

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

On June 30, 2002 the Bank was in compliance  with its three  regulatory  capital
requirements as follows:

                                                 Amount               Percent
                                                 ------               -------
                                                        (in Thousands)
Tangible capital..........................     $  52,870               7.40%
Tangible capital requirement..............        10,795               1.50%
                                               ---------            --------
Excess over requirement...................     $  42,075               5.90%
                                               =========            ========

Core capital..............................     $  52,870               7.40%
Core capital requirement..................        28,787               4.00%
                                               ---------            --------
Excess over requirement...................     $  24,083               3.40%
                                               =========            ========

Risk based capital........................     $  54,893              16.31%
Risk based capital requirement............        26,930               8.00%
                                               ---------            --------
Excess over requirement...................     $  27,963               8.31%
                                               =========            ========

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, 2002, the Company originated $87.1 million of mortgage
loans. The Company also purchases loans and mortgage-backed securities to reduce
liquidity   not  otherwise   required  for  local  loan  demand.   Purchases  of
mortgage-backed  securities  totaled $94.5 million  during the six-month  period
ended June 30, 2002.  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, 2002,  cash and cash  equivalents  totaled
$31.2 million. The Bank's liquidity ratio was 7.07% at June 30, 2002.

The Company anticipates that it will have sufficient funds available to meet its
current  commitments.  As of June 30,  2002,  the Company  had $35.1  million in
commitments  to fund loans.  Certificates  of deposit,  which were  scheduled to
mature  in one  year or  less,  as of June  30,  2002  totaled  $158.1  million.
Management believes that a significant portion of such deposits will remain with
the Company.


                                       13

<PAGE>

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

<TABLE>
<CAPTION>
                                                              For the                         For the
                                                        Three Months Ended               Six Months Ended
                                                             June 30,                        June 30,
                                                             -------                         -------
                                                      2002(1)      2001(1)           2002(1)       2001(1)

<S>                                                  <C>         <C>                <C>          <C>
Return on average assets                                .56%        .64%               .58%         .61%
Return on average equity                               4.94%       5.28%              4.93%        4.89%
Yield on average interest-earning assets               6.14%       7.04%              6.28%        7.16%
Cost of average interest-bearing liabilities           3.66%       4.77%              3.71%        4.83%
Interest rate spread (2)                               2.48%       2.26%              2.56%        2.33%
Net interest margin                                    2.82%       2.79%              2.91%        2.84%

</TABLE>

<TABLE>
<CAPTION>
                                                         At June 30, 2002              At December 31, 2001
                                                         ----------------              --------------------
<S>                                                         <C>                             <C>

Tangible book value per share                                ^$12.41                          $11.77


</TABLE>


(1)   The ratios for the three and six-month  periods are  annualized and yields
      were adjusted for the effects of tax-free  investments using the statutory
      tax rate.
(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
----------------------------------------------------------

Qualitative  Analysis.  There have been no material changes from the Qualitative
Analysis  information  regarding  market risk  disclosed  under the heading "Net
Portfolio  Value" in the  Company's  Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations  included in the annual report on
Form 10-K for the year ended December 31, 2001.

Quantitative  Analysis.  Exposure to interest rate risk is actively monitored by
management.  The  Company's  objective  is to  maintain  a  consistent  level of
profitability  within  acceptable  risk  tolerances  across  a  broad  range  of
potential  interest  rate  environments.  The Company uses the OTS Net Portfolio
Value  ("NPV")  Model to monitor  its  exposure  to  interest  rate risk,  which
calculates  changes in net portfolio value.  Reports  generated from assumptions
provided  and  modified  by  management  are  reviewed  by  the  Asset/Liability
Management  Committee  and  reported to the Board of  Directors  quarterly.  The
Interest Rate Sensitivity of Net the Net Portfolio Value Report shows the degree
to which  balance  sheet  line  items and net  portfolio  value are  potentially
affected  by a 100 to 300  basis  point  (1  basis  point  equals  1/100th  of a
percentage  point)  upward and downward  parallel  shift (shock) in the Treasury
yield curve.

Since the NPV  Model  measures  exposure  to  interest  rate risk of the Bank to
assure capital  adequacy for the protection of the  depositors,  only the Bank's
financial  information is used for the model.  However,  the Bank is the primary
subsidiary  and most  significant  asset of the Company,  therefore  the OTS NPV
model provides a reliable basis upon which to perform the quantitative analysis.
The  following  table  presents the Bank's NPV as of June 30, 2002.  The NPV was
calculated by the OTS, based on information provided by the Bank.

<TABLE>
<CAPTION>
                                                                                    Net Portfolio Value
                                    Net Portfolio Value                               As a % of Assets
                                    -------------------                               ----------------
Change in Rates                                                             Net Portfolio
In Basis Points    Dollar Amount       Dollar Change         % Change        Value Ratio      Basis Point Change
---------------    -------------       -------------         --------        -----------      ------------------

<S>               <C>                 <C>                     <C>             <C>                <C>
     300            $   31,463          $  (41,335)             (57)%           4.57 %             (515)
     200                47,867             (24,930)             (34)%           6.75 %             (298)
     100                62,766             (10,031)             (14)%           8.59 %             (113)
       0                72,798                  --               --               --                 --
    (100)               70,634              (2,164)              (3)%           9.33 %              (39)
    (200)                    *                   *                *                *                  *
    (300)                    *                   *                *                *                  *

</TABLE>

     * Scenario not used due to the low prevailing interest rate environment


                                       14

<PAGE>

                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                                     PART II

ITEM 1.    LEGAL PROCEEDINGS

The Company has been a party to a legal proceeding  involving a shareholder that
conducted  an  election  of  director's  contest,   Jewelcor  Management,   Inc.
("Jewelcor").  On March 19, 2002, Jewelcor filed a legal proceeding in the Court
of Common Pleas of  Philadelphia  County,  Pennsylvania  against the Company and
each of its  directors.  The  proceeding  requested  preliminary  and  permanent
injunctive relief and a declaratory  judgment to postpone the Company's April 3,
2002  Annual  Meeting of  Stockholders.  On March 26,  2002,  the court  granted
Jewelcor's  petition for a preliminary  injunction to delay the Company's Annual
Meeting to a date no earlier than April 17, 2002. The Company  complied with the
court's  order and held its Annual  Meeting of  Stockholders  on April 17, 2002.
However,  on March 27, 2002, the Company and each of its directors  appealed the
court's order and on April 29, 2002,  the Company filed  preliminary  objections
asking  the court to dismiss  Jewelcor's  action  since it was moot and  legally
defective.  Because the case is  substantially  moot,  the Company  withdrew its
appeal in early July 2002, the only remaining  issue is one of attorneys'  fees.
Currently,  the Company  does not believe  that this matter will have a material
effect on its financial statements.

The  Company  and each of its  directors  also  have  been a party to a  second,
similar legal  proceeding  that Jewelcor filed on June 11, 2002, in the Court of
Common Pleas of Philadelphia County, Pennsylvania.  This action seeks damages in
connection  with the  Company's  rescheduling  of its 2002 Annual  Meeting,  the
amendment of its by-laws and the July 2002 tender  offer.  The Company has filed
preliminary objections asking the court to dismiss Jewelcor's action as moot and
legally defective. Currently, the Company does not believe that this matter will
have a material effect on its financial statements.

In  addition,  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.  In the Company's opinion,
such lawsuits  pending or known to be  contemplated  against the Company at June
30,  2002  would  have no  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

(c) Reference is made to Footnote 12 to the Company's  June 30, 2002 unaudited
condensed consolidated financial statements, incorporated herein by reference to
this Quarterly Report on Form 10-Q.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

Not applicable

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

Information  incorporated by reference to Item 4 of the March 31, 2002 Form 10-Q
filed on May 7, 2002.

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:

            3(i)   Articles of Incorporation****
           3(ii)   Amended 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***

            99.0   Certification Pursuant to 18 U.S.C. Section 1350, as
                   adopted pursuant to Section 906 of the Sarbanes-Oxley
                   Act of 2002******


      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 numbered exhibits to the Form
      10-K for December 31, 1999 filed on March 30, 2000.

***** Incorporated by reference to the identically  numbered exhibit to the Form
      10-K for December 31, 2001 filed on March 12, 2002.


******Attached to the June 30, 2002 Form 10-Q filed on August 14, 2002.


                                       15

<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 23, 2002               By: /s/ John F. McGill Jr.
                                        ----------------------------------------
                                        John F. McGill, Jr.
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)




Date: August 23, 2002               By: /s/ Jerry Naessens
                                        ----------------------------------------
                                        Jerry Naessens
                                        Chief Financial Officer
                                        (Principal Financial Officer)















                                       16