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, 2000

                       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 31, 2000.

                  Class                                     Outstanding
--------------------------------------------------------------------------------
         $.10 par value common stock                         7,213,161



<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                                    FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2000

                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------
PART 1 - 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





                                                                               2
<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                  September 30, 2000       December 31, 1999
                                                                                     (unaudited)
                                                                                   ----------------         --------------
<S>                                                                                 <C>                     <C>
ASSETS
Cash on hand and in banks.......................................................      $     4,177             $    19,494
Interest-bearing deposits.......................................................           22,953                  17,703
                                                                                           ------                  ------
                  Total cash and cash equivalents...............................           27,130                  37,197
Investments available for sale at fair value
                  (amortized cost of $132,029 and $128,729).....................          121,284                 115,463
Mortgage-backed securities available for sale at fair value
                  (amortized cost of  $246,923 and $211,304)....................          243,962                 204,706
Trading securities..............................................................            4,059                       -
Loans receivable (net of allowance for loan losses of
                  $1,562 and $1,234)............................................          198,704                 157,233
Loans held for sale.............................................................            3,770                   3,925
Accrued interest receivable.....................................................            4,640                   3,692
FHLB stock - at cost ...........................................................            7,344                   8,844
Real estate acquired through foreclosure - net .................................               74                     104
Office properties and equipment - net ..........................................            7,055                   2,853
Cash surrender value of life insurance..........................................           11,961                  11,590
Excess of cost over fair value of net assets acquired...........................            7,579                       -
Prepaid expenses and other assets ..............................................            1,381                   1,145
Deferred income taxes...........................................................            5,979                   8,007
                                                                                      -----------             -----------
                  TOTAL ASSETS..................................................      $   644,922             $   554,759
                                                                                      ===========             ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits          ..............................................................      $   405,269             $   292,619
Accrued interest payable........................................................            1,003                     835
Advances from borrowers for taxes and insurance.................................            1,787                   2,472
FHLB advances     ..............................................................          146,884                 176,884
Accounts payable and accrued expenses...........................................            8,184                   3,790
Other borrowings  ..............................................................            2,000                   3,000
Dividends payable ..............................................................              515                     467
Accrued income taxes ...........................................................               31                      32
                                                                                      -----------             -----------
                  TOTAL LIABILITIES ............................................          565,673                 480,099
                                                                                      -----------             -----------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, no par value - 10,000,000 shares authorized,
none issued in 2000 and 1999....................................................                -                       -
Common stock - $.10 par, 40,000,000 shares authorized, 8,999,989
issued in 2000 and 1999; 7,360,161 outstanding September 30, 2000
and 7,780,432 outstanding December 31, 1999.....................................              900                     900
Additional paid-in capital .....................................................           93,344                  93,400
Common stock acquired by stock benefit plans ...................................           (7,473)                 (8,199)
Treasury stock at cost, 1,639,828 shares at September 30, 2000 and
1,219,557 shares at December 31, 1999 ..........................................          (14,750)                (11,787)
Accumulated other comprehensive loss ...........................................           (9,044)                (13,108)
Retained earnings - partially restricted .......................................           16,272                  13,454
                                                                                      -----------             -----------
                  Total stockholders' equity ...................................           79,249                  74,660
                                                                                      -----------             -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY......................................      $   644,922             $   554,759
                                                                                      ===========             ===========
</TABLE>

See notes to unaudited consolidated financial statements.

                                                                               3
<PAGE>
                  Thistle Group Holdings, Co. and subsidiaries
                        CONSOLIDATED STATEMENTS OF INCOME
                                 (IN THOUSANDS)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                     For the Three Months               For the Nine Months
                                                                      Ended September 30,               Ended September 30,
                                                                      -------------------               -------------------
                                                                       2000          1999                 2000            1999
<S>                                                               <C>          <C>                   <C>            <C>
INTEREST INCOME:
   Interest on loans.....................................           $ 3,999      $  2,882             $ 11,023        $  8,413
   Interest on mortgage-backed securities................             4,206         3,443               11,338          10,217
   Interest and dividends on investments.................             2,708         2,599                8,173           6,375
                                                                   ---------    ---------             ---------      ---------
       Total interest income.............................            10,913         8,924               30,534          25,005
                                                                   ---------    ---------             ---------      ---------

INTEREST EXPENSE:
   Interest on deposits..................................             4,175         2,894               11,077           8,611
   Interest on borrowed money............................             2,594         2,273                7,567           5,544
                                                                   ---------    ---------             ---------      ---------
       Total interest expense............................             6,769         5,167               18,644          14,155
                                                                   ---------    ---------             ---------      ---------

NET INTEREST INCOME                                                   4,144         3,757               11,890          10,850

PROVISION FOR LOAN LOSSES................................               120            45                  360             195
                                                                   ---------    ---------             ---------      ---------
NET INTEREST INCOME AFTER PROVISION
   FOR LOAN LOSSES.......................................             4,024         3,712               11,530          10,655
                                                                   ---------    ---------             ---------      ---------
OTHER INCOME:
   Service charges and other fees........................               144            91                  365             267
   (Loss) gain on sale of real estate owned..............                --            (5)                 (34)              1
   Gain (loss)  on sale of mortgage-backed securities....                --            --                  173             (16)
   Gain on sale of loans.................................                --            --                   23              --
   Gain (loss) on sale of investments....................                --           (10)                 333             251
   Rental income.........................................                40            35                  113             119
   Trading revenues from brokerage operations............               351            --                  465              --
   Miscellaneous other income............................               142            35                  192              72
                                                                   ---------    ---------             ---------      ---------
       Total other income................................               677           146                1,630             694
                                                                   ---------    ---------             ---------      ---------

OTHER EXPENSES:
   Salaries and employee benefits........................             1,552         1,186                4,140           3,239
   Occupancy and equipment...............................               423           324                1,089             865
   Federal insurance premium.............................                17            40                   47             125
   Professional fees.....................................               119           187                  296             461
   Advertising and promotion.............................               102            80                  263             165
   Amortization of excess of cost over fair value
   of assets acquired....................................                96             -                   96               -
   Other.................................................               722           459                1,864           1,409
                                                                   ---------    ---------             ---------      ---------
       Total other expenses..............................             3,031         2,276                7,795           6,264
                                                                   ---------    ---------             ---------      ---------

INCOME BEFORE INCOME TAXES...............................             1,670         1,582                5,365           5,085
                                                                   ---------    ---------             ---------      ---------

INCOME TAXES.............................................               329           292                1,139           1,181
                                                                   --------     ---------            ---------       ---------
NET INCOME...............................................           $ 1,341      $  1,290             $  4,226        $  3,904
                                                                   ========     =========            =========       =========

BASIC EARNINGS PER SHARE.................................              $.20          $.18                 $.61            $.53
DILUTED EARNINGS PER SHARE...............................              $.20          $.18                 $.61            $.52

WEIGHTED AVERAGE SHARES
   OUTSTANDING - BASIC...................................         6,838,169     7,164,407            6,929,044       7,374,802
WEIGHTED AVERAGE SHARES
   OUTSTANDING - DILUTED.................................         6,875,715     7,211,456            6,962,550       7,473,618
</TABLE>

See notes to unaudited consolidated financial statements.

                                                                               4
<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                                For the Nine Months
                                                                                                Ended September 30,
                                                                                              2000                1999
                                                                                              ----                ----
<S>                                                                                     <C>                 <C>
OPERATING ACTIVITIES:
Net income..................................................................               $ 4,226             $ 3,904
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
   Provision for loan losses................................................                   360                 195
   Depreciation.............................................................                   480                 336
   Amortization of stock benefit plans......................................                   633                 397
   Amortization of excess of cost over fair value of assets acquired........                    96                   -
Amortization of net premiums (discounts) on:
   Loans purchased..........................................................                    37                  22
   Investments..............................................................                (1,011)               (967)
   Mortgage-backed securities...............................................                   629               1,186
Gain on sale of loans.......................................................                   (23)                  -
Gain on sale of investments.................................................                  (333)               (250)
(Gain) loss on sale of mortgage-backed securities...........................                  (173)                 16
Net increase in trading securities..........................................                (4,059)                  -
Loss (gain)  on sale of real estate owned...................................                    34                  (1)
Increase in other assets....................................................                (9,068)                (42)
Increase (decrease) in other liabilities....................................                 4,566                (585)
                                                                                           -------             --------
Net cash (used in) provided by operating activities.........................                (3,606)              4,211
INVESTING ACTIVITIES:
Principal collected on:
   Mortgage-backed securities...............................................                16,108              40,141
   Loans....................................................................                26,381              22,308
Loans originated............................................................               (56,758)            (31,129)
Loans acquired..............................................................               (11,024)             (4,560)
Increase in loans resulting from branch acquisitions........................                  (340)                  -
Purchases of:
   Investments .............................................................                (2,788)            (64,474)
   Mortgage-backed securities...............................................               (69,801)            (59,279)
   Office properties and equipment..........................................                (1,148)               (435)
   FHLB Stock...............................................................                  (149)             (3,500)
Increase in office properties/equipment resulting from branch acquisitions..                (3,534)                  -
Proceeds from the sale of loans.............................................                    23                   -
Proceeds from sale of investments...........................................                   833               5,164
Proceeds from the sale of mortgage-backed securities........................                17,617              27,728
Proceeds from the sale of FHLB stock........................................                 1,500                   -
Proceeds from sale of real estate owned.....................................                    25                   6
Maturities and calls of investments.........................................                     -                 833
                                                                                           -------             -------
Net cash used in investing activities.......................................               (83,055)            (67,197)
FINANCING ACTIVITIES:
Net increase in deposits....................................................                17,673               2,671
Increase in deposits resulting from branch acquisitions.....................                94,977                 ---
Net decrease in advances from borrowers for taxes and insurance.............                  (685)               (584)
Net (decrease) increase in FHLB advances....................................               (30,000)             70,000
Net (decrease) increase in other borrowings.................................                (1,000)              3,000
Purchase of treasury stock..................................................                (2,963)            (13,149)
Purchase of restricted stock plan shares....................................                     -              (2,761)
Net proceeds from exercise of stock options.................................                     -                 300
Cash dividends..............................................................                (1,408)             (1,258)
                                                                                           --------            --------
Net cash provided by financing activities...................................                76,594              58,219
                                                                                           -------             -------
Net decrease in cash and cash equivalents...................................               (10,067)             (4,767)
Cash and cash equivalents, beginning of period..............................                37,197              26,136
                                                                                           -------             -------
Cash and cash equivalents, end of period....................................                27,130              21,369
                                                                                           =======             =======
SUPPLEMENTAL DISCLOSURES
Interest paid on deposits and funds borrowed                                               $18,476             $13,788
Income taxes paid                                                                              846                 767
Noncash transfers from loans to real estate owned                                               85                  89
Noncash transfer of investments held to maturity to investments available for                    -              54,129
sale
</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 generally
accepted accounting principles.  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, 2000 are not necessarily indicative of the results which may be expected for
the entire fiscal year or any other future period.

These 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 for the year ended December 31, 1999.

NOTE 3 - INVESTMENTS AVAILABLE FOR SALE

Investments  at  September  30,  2000 and  December  31, 1999  consisted  of the
following:
<TABLE>
<CAPTION>
                                                            September 30, 2000                      December 31, 1999
                                                        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 -
1 to 5 years.......................................                                           $    3,000         $    2,834
5 to 10 years......................................    $    6,012         $     5,869              3,017              2,965
More than 10 years.................................        42,000              39,457             42,000             38,706
FHLB and FHLMC Bonds - more than 10 years..........        18,561              15,384             17,622             13,661
Municipal bonds - 5 to 10 years....................           153                 153
Municipal bonds - more than 10 years...............        44,222              41,542             41,613             37,129
Mutual funds.......................................         1,410               1,410              1,345              1,345
Capital trust securities...........................        12,860              10,749             12,900             11,340
Equity investments.................................         5,345               5,254              5,795              6,046
Other..............................................         1,466               1,466              1,437              1,437
                                                       ----------         -----------         ----------         ----------
Total..............................................    $  132,029         $   121,284         $  128,729         $  115,463
                                                       ==========         ===========         ==========         ==========
</TABLE>
NOTE 4 - MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

Mortgage-backed securities at September 30, 2000 and December 31, 1999 consisted
of the following:
<TABLE>
<CAPTION>
                                                            September 30, 2000                      December 31, 1999
                                                        Amortized          Approximate         Amortized          Approximate
                                                          Cost             Fair Value            Cost             Fair Value
                                                          ----             ----------            ----             ----------
<S>                                                   <C>                <C>                 <C>                <C>
GNMA pass-through certificates.....................    $  145,090         $   144,101         $  111,825         $  108,963
FNMA pass-through certificates.....................        76,371              74,351             77,567             73,801
FHLMC pass-through certificates....................        19,372              19,412             20,550             20,621
FHLMC real estate mortgage investment conduits.....         1,362               1,326              1,362              1,321
FHLMC collateralized mortgage obligations..........         4,728               4,772
                                                       ----------         -----------         ----------         ----------
Total..............................................    $  246,923         $   243,962         $  211,304         $  204,706
                                                       ==========         ===========         ==========         ==========
</TABLE>
                                                                               6
<PAGE>
NOTE 5 - TRADING SECURITIES

Trading  Securities  are  securities  owned by TGH  Securities,  a wholly  owned
broker/dealer  subsidiary of the Company. Trading securities 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, 2000 and December 31, 1999  consisted of the
following:
<TABLE>
<CAPTION>
                                                              September 30, 2000  December 31, 1999
                                                              ------------------  -----------------
<S>                                                                  <C>                <C>
Mortgage loans:
         1-4 family residential...............................        $  116,910         $  110,032
         Commercial real estate...............................            54,978             29,867
Home equity lines of credit and improvement loans.............            10,090              8,518
Commercial non-mortgage loans.................................            14,256              5,496
Construction loans - net......................................             4,528              5,365
Loans on savings accounts.....................................               622                170
Consumer loans    ............................................               131                126
                                                                      ----------         ----------
         Total loans..........................................           201,515            159,574
                                                                      ----------         ----------
Plus: unamortized premiums....................................               333                373
Less:
         Net discounts on loans purchased.....................               (22)               (28)
         Deferred loan fees...................................            (1,560)            (1,452)
         Allowance for loan losses............................            (1,562)            (1,234)
                                                                      -----------        ----------
Total                                                                 $  198,704         $  157,233
                                                                      ==========         ==========
</TABLE>
NOTE 7 - DEPOSITS

The major types of deposits by amounts and percentages were as follows:
<TABLE>
<CAPTION>
                                                        September 30, 2000                       December 31, 1999
                                                      Amount         % of Total               Amount          % of Total
                                                      ------         ----------               ------          ----------
<S>                                             <C>                    <C>             <C>                     <C>
NOW accounts and
   transaction checking                           $   38,726               9.6%           $   19,880                6.8%
Money Market Demand accounts                          26,349               6.5%                8,963                3.1%
Passbook accounts                                    104,781              25.8%               99,018               33.8%
Certificate accounts                                 235,413              58.1%              164,758               56.3%
                                                     -------              -----           ----------               -----
Total                                             $  405,269             100.0%           $  292,619              100.0%
                                                  ==========             ======           ==========              ======
</TABLE>
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 (LOSS)

For the three and nine months ended  September  30, 2000,  the Company  reported
total  other   comprehensive   income  of   approximately   $2,600  and  $4,100,
respectively.  For the three and nine  month  periods  of the  prior  year,  the
Company  reported total  comprehensive  loss of $2,800 and $7,700  respectively.
Other  comprehensive  income consisted of unrealized  gains or (losses),  net of
taxes,  on available for sale  securities and  reclassification  adjustments for
gains included in net income.

                                                                               7
<PAGE>

NOTE 10 - DIVIDENDS

On September 20, 2000 the Company  declared a dividend of $.07 per share payable
October 13, 2000 to stockholders of record on September 30, 2000.

NOTE 11 - BRANCH ACQUISITIONS

On May 23, 2000, the Bank signed a definitive  agreement with Crown Bank, FSB to
purchase its branch office  located in Wilmington,  Delaware  including the real
property,  approximately  $20 million in certain  loans,  and the  assumption of
approximately  $52 million in deposit  liabilities.  The  transaction  closed on
September 9, 2000. No loans were purchased at closing.

On May 25, 2000, the Bank signed a definitive  agreement with  Wilmington  Trust
Company of Pennsylvania  to purchase four branch offices from  Wilmington  Trust
located in Lionville, Media, Westtown, and West Chester,  Pennsylvania including
real  property  and the  assumption  of  approximately  $59  million  in deposit
liabilities. The transaction closed on August 4, 2000.

The branch  acquisitions  have been  accounted for under the purchase  method of
accounting.  The  allocation  of purchase  price is  preliminary  pending  final
valuation  of the fair market value of the assets  acquired and the  liabilities
assumed.

                                                                               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,  year 2000 issues,  and general  market  conditions.  Thistle Group
Holdings,  Co.  undertakes no obligation to publicly  release the results of any
revisions  to those  forward-looking  statements  which  may be made to  reflect
events or  circumstances  after the date hereof or to reflect the  occurrence of
unanticipated events.

General
-------

Thistle Group Holdings, Co. (the "Company") is a Pennsylvania  Corporation which
was   organized  in  March  1998  to  acquire  all  of  the  Capital   Stock  of
Roxborough-Manayunk Bank (the "Bank") in the Conversion and Reorganization.  The
Company  is a  unitary  thrift  holding  company  which,  under  existing  laws,
generally is not restricted in the types of business  activities in which it may
engage  provided  that the Bank  retains a  specified  amount  of its  assets in
housing-related investments.

The Bank is a  federally  chartered  stock  savings  bank.  The Bank  serves the
counties  of   Philadelphia,   Chester  and  Delaware  in  the  Commonwealth  of
Pennsylvania  and Wilmington,  Delaware  through a network of eleven offices and
its  transactional  web site  RMBgo.com,  and  provides  a full  range of retail
banking  services,  with  emphasis  on the  origination  of  one-to-four  family
residential mortgages.

The Bank is primarily  engaged in attracting  deposits  from the general  public
through  its offices  and using  those and other  available  sources of funds to
originate and purchase loans secured by one to four-family residences,  existing
multi-family  residential and nonresidential real estate. In addition,  the Bank
originates  consumer  loans,  such as home equity loans and home equity lines of
credit. Such loans generally provide for higher interest rates and shorter terms
than single-family residential real estate loans.

On  August  7,  2000,  the Bank  opened  its four  banking  offices  located  in
Lionville, Media, West Chester, and Westtown which were acquired from Wilmington
Trust  Company of  Pennsylvania  and on  September  11, 2000 the Bank opened its
Wilmington, Delaware office which was purchased from Crown Bank, FSB.

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

The  Company  had total  assets of $644.9  million  as of  September  30,  2000,
representing  an increase of $90.2 million from the balance of $554.8 million as
of  December  31,  1999.  The  increase  was due mainly to an  increase in loans
receivable  of $41.5  million and an increase in  mortgage-backed  securities of
$39.3 million  primarily funded by increased  deposits of $112.6 million through
internal growth and deposits acquired through branch acquisitions.

Cash and cash  equivalents  decreased $10.1 million or 27% from $37.2 million at
December  31, 1999 to $27.1  million at  September  30, 2000 as it was no longer
necessary to keep the higher balance for year 2000 concerns.

Investments  increased  $5.8  million or 5% from $115.5  million at December 31,
1999 to $121.3  million at September 30, 2000 primarily due to purchases of $2.8
million and a decrease in the unrealized loss of $2.5 million

Trading securities were $4.1 million at September 30, 2000. Such securities were
the product of the activities of TGH Securities,  which began operations  during
the nine months, ended September 30, 2000.

Mortgage-backed securities increased $39.3 million or 19% from $204.7 million at
December 31, 1999 to $244.0 million at September 30, 2000. This increase was the
result of $69.8  million in purchases and a decrease in the  unrealized  loss of
$3.6 million offset by $16.1 million in repayments and sales of $17.6 million.

Loans increased $41.5 million or 26% from $157.2 million at December 31, 1999 to
$198.7  million at  September  30, 2000.  This  increase was the result of $57.1
million of originations  including $35.4 million of  non-residential  loans, and
$11.0 million in non-residential loan purchases,  offset by principal repayments
of $26.4 million.

                                                                               9
<PAGE>

Office properties and equipment increased $4.2 million or 147% from $2.9 million
at December 31, 1999 to $7.1 million at September 30, 2000. The increase was due
mainly to the  purchase  of real estate and fixed  assets  related to the branch
acquisitions.  In addition there was an increase in computer and other equipment
purchased in connection with the acquisitions.

Excess of cost over fair value of assets  acquired  recorded in connection  with
the branch transactions  totaled $7.7 million  representing an aggregate deposit
premium of approximately 8.0%. Excess of cost over fair value of assets acquired
is being amortized on a straight-line basis over the period of expected benefit,
which approximates 12 years.

Deposits  increased  $112.7  million or 39% from $292.6  million at December 31,
1999 to $405.3 million at September 30, 2000.  Certificates of deposit increased
$70.7  million;  passbook  accounts  increased  $5.8  million and NOW  accounts,
transaction  checking and money market accounts  increased $36.2 million.  These
increases were due primarily to the acquisitions.

FHLB Advances  decreased $30 million or 17% from $176.9  million at December 31,
1999 to $146.9  million at September  30, 2000 as deposit  monies  acquired were
used to pay down higher costing overnight advances.

Accounts payable and accrued  expenses  increased $4.4 million or 116% from $3.8
million at December 31, 1999 to $8.2 million at September 30, 2000 due mainly to
activity at TGH Securities.  Amounts represent monies due to brokers/dealers for
securities purchased.

Total  stockholders'  equity  increased $4.6 million or 6% from $74.7 million at
December 31, 1999 to $79.2  million at September  30, 2000  primarily due to net
income  for the nine  months  ended of $4.2  million  and to a  decrease  in the
accumulated other  comprehensive  loss of $4.1 million due to improvement in the
mark to market  adjustment  on  securities  available  for sale,  as required by
Financial Accounting Standards Board Statement No. 115, offset by the repurchase
of 420,271  shares at an average cost of $7.05 per share and dividends  declared
of $1.4 million.  Any movement in general market conditions,  including interest
rates,  competition and credit quality could result in a material fluctuation on
the Company's available for sale portfolio, and thus its stockholders' equity.

Non-performing Assets

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

<TABLE>
<CAPTION>
                                                         At                  At
                                                 September 30, 2000   December 31, 1999
                                                 ------------------   -----------------
                                                      (Dollars in Thousands)

<S>                                                   <C>               <C>
Total non-performing loans........................     $    158          $    223
Real estate owned.................................           74               104
                                                       --------          --------

Total non-performing assets.......................     $    232          $    327
                                                       ========          ========

Total non-performing loans to
total loans.......................................          .08%              .14%

Total non-performing assets to
total assets......................................          .04%              .07%

Allowance for loan loss...........................     $  1,562          $  1,234

Allowance for loan losses as a percentage
of total non-performing assets....................         673%              377%

Allowance for loan losses as a percentage
of total non-performing loans.....................         989%              553%

Allowance for loan losses as a percentage
of total average loans............................        .88%               .85%
</TABLE>

                                                                              10
<PAGE>

Comparison  of Operations  for the Three and Nine Month Periods Ended  September
30, 2000 and 1999
--------------------------------------------------------------------------------

Net Income.  Net income for the three and nine months ended  September  30, 2000
increased  $51,000 or 3.9% and  $322,000  or 8.2%,  respectively,  over the same
periods in 1999. The increase for the  three-month  period is due to an increase
in net  interest  income of  $387,000,  and increase of $531,000 in other income
offset by an increase of $755,000 in non-interest  expense. The increase for the
nine month period is due to an increase in net interest income of $875,000,  and
an increase of $936,000 in other  income,  offset by an increase of $1.5 million
in non-interest expense.

Total Interest Income.  Interest income for the three months ended September 30,
2000 increased $2.0 million or 22% over the quarter ended September 30, 1999 due
primarily  to  an  increase  of  $84.2   million  in  the  average   balance  of
interest-earning assets and an increase in the average yield of 35 basis points.
Interest  income for the nine months ended  September  30, 2000  increased  $5.5
million or 22% over the quarter  ended  September 30, 1999 due to an increase of
$82.9 million in the average balance of interest-earning  assets and an increase
in the average yield of 30 basis points.

Total Interest  Expense.  Interest  expense for the three months ended September
30, 2000 increased $1.6 million or 31% over the quarter ended September 30, 1999
due  primarily  to an  increase  of $79.5  million  in the  average  balance  of
interest-bearing  liabilities  and an increase of 52 basis points in the average
cost of funds.  Interest  expense for the nine months ended  September  30, 2000
increased  $4.5  million or 32% over the same period of the prior year due to an
increase of $80.4 million in the average balance of interest-bearing liabilities
and to an increase of 48 basis points in the average cost of funds.

Net Interest  Income.  Net interest  income for the three months ended September
30, 2000 increased $387,000 or 10% over the quarter ended September 30, 1999 due
to the reasons discussed above. The net interest spread,  the difference between
the average rate earned and the average rate paid,  decreased by 17 basis points
to 2.25% for the three months ended  September  30, 2000 from 2.42% for the same
period in 1999. Net interest income for the nine months ended September 30, 2000
increased  $1.0  million or 9% as  compared to the same period of the prior year
due to the reasons  discussed  above.  The net interest  spread  decreased by 18
basis  points to 2.27% for the nine months ended  September  30, 2000 from 2.45%
for the same period of 1999.

Provision  for Losses on Loans.  The provision for losses on loans for the three
and nine  months  ended  September  30,  2000  totaled  $120,000  and  $360,000,
respectively,  as compared to $45,000 and $195,000 for the same periods in 1999.
The increase is  attributable to the increase in the loan portfolio as well as a
change in the  composition  of the  portfolio.  Provisions  for losses  included
charges to reduce the recorded  balances of mortgage  loans  receivable  and the
collateral real estate to their estimated net realizable value or fair value, as
applicable. Such provisions are based on management's estimate of net realizable
value or fair value of the  collateral,  as applicable,  considering the current
operating  or  sales   conditions,   thereby   causing  these  estimates  to  be
particularly  susceptible to changes that could result in a material  adjustment
to results of  operations  in the near term.  Recovery of the carrying  value of
such  loans and its  collateral  is  dependent  to a great  extent on  economic,
operating  and  other  conditions  that may be  beyond  the  Company's  control.
Management  will continue to review its loan  portfolio to determine the extent,
if any, to which further  additional  loss  provisions may be deemed  necessary.
There can be no  assurance  that the  allowance  for losses  will be adequate to
cover  losses  which may in fact be realized  in the future and that  additional
provisions for losses will not be required.

Other  Income.  Other  income for quarter  ended  September  30, 2000  increased
$531,000  over the quarter  ended  September  30, 1999 due  primarily to trading
revenues of $351,000 from TGH Securities death benefits received from bank owned
life  insurance  of  $84,000,  and an  increase  in service  charges and fees of
$53,000.  Non-interest  income for the nine  months  ended  September  30,  2000
increased  $936,000  over the  same  period  of the  prior  year due to  trading
revenues  of  $465,000,  a gain on the  sale of  mortgage-backed  securities  of
$173,000,  a gain on the sale of a portion of the Company's equity securities of
$333,000 offset by a gain in the prior year of $251,000,  an increase in service
charges and fees of $98,000,  death  benefits from bank owned life  insurance of
$84,000,  and a recovery  of $42,000 on loans  secured by  commercial  equipment
leases that had been written off in prior years.

Other Expenses.  Other expenses  increased $755,000 or 32% for the quarter ended
September  30, 2000 over the quarter  ended  September  30,  1999.  Salaries and
employee benefits  increased $366,000 due primarily to the addition of personnel
including branch personnel from recent acquisitions, commercial lending, and TGH
Securities,  and salary  increases  offset  somewhat by the  termination  of the
pension plan in December 1999.  Occupancy and equipment costs increased  $99,000
due to additional  depreciation on current year purchases of office and computer
equipment  related  mainly to the recent branch  acquisitions  as well as rental
expense on three of the five new branches.  Federal insurance premiums decreased
$23,000 due to a decrease in the assessment  rate.  Professional  fees decreased
$68,000 as there were additional  legal fees in the quarter ended September 1999
related to the  adoption  of the  Restricted  Stock and  Option  Plans and other
corporate  actions.  Advertising  and promotion  increased  $22,000 due to costs
associated with the recent branch acquisitions. Goodwill

                                                                              11
<PAGE>
amortization  related to the branch  acquisitions  was  $96,000.  Other  expense
increased  $263,000  due to  increased  costs  for ATM  service,  telephone  and
supplies  related to the addition of five new branches,  costs  associated  with
sales  training  for all  employees,  fees  associated  with the  management  of
investments  at the  Delaware  holding  companies,  operating  expenses  for TGH
Securities, and an increase in capital stock tax.

Other expense  increased $1.5 million or 24% for the nine months ended September
30, 2000 over the same period of the prior year.  Salaries and employee benefits
increased  $901,000  due  mainly to the  reasons  discussed  above as well as to
compensation  expense  related to the  restricted  stock plan for nine months of
2000 versus three months of 1999.  Occupancy and equipment  increased  $224,000,
and federal insurance premiums decreased $78,000 and professional fees decreased
$165,000 due to the reasons discussed above. Advertising and promotion increased
$98,000 as the Company began a focused strategic  marketing effort in the latter
half of 1999 which  included  among  other  things  additional  media  costs for
creation and placement of new print ads to a larger  geographic  area as well as
costs associated with the recent branch  acquisitions.  Other expenses increased
$455,000 due to the reasons discussed above.

Income Tax Expense.  Income tax expense for the quarter ended September 30, 2000
was  $329,000  or 20% of pre-tax  income as  compared to $292,000 or 18% for the
quarter ended  September 30, 1999.  Income tax expense for the nine months ended
September 30, 2000 was $1.1 million or 21% of pre-tax income as compared to $1.2
million or 23% of pre-tax income for the same period of the prior year.


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

On September  30, 2000,  the Bank was in  compliance  with its three  regulatory
capital requirements as follows:

                                                         Amount     Percent
                                                         ------     -------
                                                          (in Thousands)
Tangible capital................................       $ 51,723       8.30%
Tangible capital requirement....................          9,343       1.50%
                                                       --------     -------
Excess over requirement.........................       $ 42,380       6.80%
                                                       ========     =======

Core capital....................................       $ 51,723       8.30%
Core capital requirement........................         18,686       3.00%
                                                       --------     -------
Excess over requirement.........................       $ 33,037       5.30%
                                                       ========     =======


Risk based capital..............................       $ 53,285      23.92%
Risk based capital requirement..................         17,822       8.00%
                                                       --------     -------
Excess over requirement.........................       $ 35,463      15.92%
                                                       ========     =======

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, 2000, the Company  originated  $57.1 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 loans and  mortgage-backed  securities totaled $80.8 million during the
nine-month period ended September 30, 2000. 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  has other  sources of  liquidity  if a need for  additional  funds
arises.  In 1999,  the Company  utilized  FHLB  advances to leverage its balance
sheet.  In addition,  other  sources of liquidity  can be found in the Company's
balance  sheet,  such as  investment  securities  maturing  within  one year and
unencumbered mortgage-backed securities that are readily marketable.
                                                                              12
<PAGE>

The Bank is required to maintain  minimum  levels of liquid assets as defined by
OTS regulations.  The  requirement,  which may be varied at the direction of the
OTS  depending  upon  economic  conditions  and deposit  flows,  is based upon a
percentage of deposits and short-term borrowings.  The required minimum ratio is
currently 4.0%. The Bank's liquidity ratio was 8.41% at September 30, 2000.

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,  2000,  cash and cash  equivalents
totaled $27.1 million.

The Company anticipates that it will have sufficient funds available to meet its
current  commitments.  As of September 30, 2000, the Company had $9.8 million in
commitments  to fund loans.  Certificates  of deposit  which were  scheduled  to
mature in one year or less as of  September  30, 2000  totaled  $191.0  million.
Management believes that a significant portion of such deposits will remain with
the Company.

Additional Key Operating Ratios

<TABLE>
<CAPTION>
                                                        For the                            For the
                                                  Three Months Ended                  Nine Months Ended
                                                     September 30,                      September 30,
                                                     -------------                      -------------
                                                2000(1)      1999(1)              2000(1)       1999(1)

<S>                                            <C>         <C>                   <C>         <C>
Return on average assets                          .82%        .95%                  .94%        1.01%
Return on average equity                         6.84%       6.58%                 7.50%        6.12%
Yield on average interest-earning assets         7.30%       6.95%                 7.19%        6.89%
Cost of average interest-bearing liabilities     5.05%       4.53%                 4.92%        4.44%
Interest rate spread (2)                         2.25%       2.42%                 2.27%        2.45%
Net interest margin                              2.77%       2.93%                 2.80%        2.99%

                                                 At September 30, 2000              At December 31, 1999
                                                 ---------------------              --------------------
Tangible book value per share                           $10.77                              $9.60
</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, 2000
from the information  presented in the Form 10K for December 31, 1999, under the
caption "Asset and Liability Management" and "Market Risk Analysis".

                                                                              13
<PAGE>

                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES

                                     PART II

ITEM 1.    LEGAL PROCEEDINGS

Neither  the  Company  nor the Bank was  engaged  in any legal  proceeding  of a
material nature at September 30, 2000. 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, 2000 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:

         27  Financial Data Schedule (electronic filing only)

(b)      Reports on Form 8-K

         On August 1,  2000,  the  Registrant  filed a Form 8-K  (Items 5 and 7)
         announcing  its plan to repurchase  up to 5%, or 370,758  shares of its
         outstanding common stock.


                                                                              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, 2000  By:             /s/ John F. McGill, Jr.
                                         ---------------------------------------
                                         John F. McGill, Jr.
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)




Date: November 14, 2000  By:             /s/ Jerry Naessens
                                         ---------------------------------------
                                         Jerry Naessens
                                         Chief Financial Officer
                                         (Principal Financial Officer)



                                                                              15