SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended March 31, 2001

                                       OR

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                         Commission file number 0-24353

                           THISTLE GROUP HOLDINGS, CO.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                    23-2960768
--------------------------------------------------------------------------------
  (State or other jurisdiction of              (IRS employer identification no.)
   incorporation or organization)

         6060 Ridge Avenue, Philadelphia, Pennsylvania                19128
--------------------------------------------------------------------------------
         (Address of principal executive offices)                   (Zip Code)

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

                                       N/A
--------------------------------------------------------------------------------
               Former name, former address and former fiscal year,
                          if changed since last report.

         Indicate  by check  whether  the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

         Yes            X                   No
                  -------------                      -------------

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date May , 2001.

                  Class                                     Outstanding
--------------------------------------------------------------------------------
         $.10 par value common stock                         7,044,403


<PAGE>

                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2001

                                      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



<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                March 31, 2001   December 31, 2000
                                                                 (unaudited)
                                                               ---------------   -----------------
<S>                                                              <C>               <C>
ASSETS
Cash on hand and in banks ......................................   $   3,364         $   4,132
Interest-bearing deposits ......................................      25,510            16,188
                                                                   ---------         ---------
                  Total cash and cash equivalents ..............      28,874            20,320
Investments available for sale at fair value
                  (amortized cost of $120,532 and $134,858) ....     118,236           128,198
Mortgage-backed securities available for sale at fair value
                  (amortized cost of $277,074 and $258,297) ....     280,089           258,870
Trading securities .............................................      11,514            28,034
Loans receivable (net of allowance for loan losses of
                  $1,791 and $1,682) ...........................     227,742           215,832
Loans held for sale ............................................        --               3,528
Accrued interest receivable ....................................       4,792             4,711
FHLB stock - at cost ...........................................       9,844             8,594
Real estate acquired through foreclosure - net .................          58                47
Office properties and equipment - net ..........................       6,159             6,920
Cash surrender value of life insurance .........................      12,135            12,066
Excess of cost over fair value of net assets acquired ..........       8,224             7,419
Prepaid expenses and other assets ..............................       2,660             2,243
Deferred income taxes ..........................................       1,149             3,398
                                                                   ---------         ---------
                  TOTAL ASSETS .................................   $ 711,476         $ 700,180
                                                                   =========         =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits .......................................................   $ 407,142         $ 406,684
Accrued interest payable .......................................       1,019               982
Advances from borrowers for taxes and insurance ................       1,271             2,534
FHLB advances ..................................................     196,884           171,884
Payable to brokers and dealers .................................      10,585            27,879
Accounts payable and accrued expenses ..........................       4,950             4,871
Other borrowings ...............................................       1,500             1,750
Dividends payable ..............................................         493               498
Accrued income taxes ...........................................          40                40
                                                                   ---------         ---------
                  TOTAL LIABILITIES ............................     623,884           617,122
                                                                   ---------         ---------
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; 7,044,403 outstanding March 31, 2001
and 7,118,161 outstanding December 31, 2000 ....................         900               900
Additional paid-in capital .....................................      93,324            93,330
Common stock acquired by stock benefit plans ...................      (7,009)           (7,261)
Treasury stock at cost, 1,955,586 shares at March 31, 2001 and
1,881,828 shares at December 31, 2000 ..........................     (17,332)          (16,645)
Accumulated other comprehensive income (loss) ..................         477            (4,015)
Retained earnings - partially restricted .......................      17,232            16,749
                                                                   ---------         ---------
                  Total stockholders' equity ...................      87,592            83,058
                                                                   ---------         ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .....................   $ 711,476         $ 700,180
                                                                   =========         =========
</TABLE>

See notes to unaudited consolidated financial statements.

                                                                               3
<PAGE>
             Thistle Group Holdings, Co. and subsidiaries
                   CONSOLIDATED STATEMENTS OF INCOME
                            (IN THOUSANDS)
                              (Unaudited)

                                                       For the Three Months
                                                          Ended March 31,
                                                          ---------------
                                                         2001           2000
                                                    -----------    -----------
INTEREST INCOME:
   Interest on loans ............................   $     4,674    $     3,331
   Interest on mortgage-backed securities .......         4,467          3,486
   Interest and dividends on investments ........         2,509          2,730
                                                    -----------    -----------
       Total interest income ....................        11,650          9,547
                                                    -----------    -----------
INTEREST EXPENSE:
   Interest on deposits .........................         4,788          3,284
   Interest on borrowed money ...................         2,367          2,446
                                                    -----------    -----------
       Total interest expense ...................         7,155          5,730
                                                    -----------    -----------
NET INTEREST INCOME .............................         4,495          3,817

PROVISION FOR LOAN LOSSES .......................           120            120
                                                    -----------    -----------
NET INTEREST INCOME AFTER PROVISION
   FOR LOAN LOSSES ..............................         4,375          3,697
                                                    -----------    -----------
OTHER INCOME:
   Service charges and other fees ...............           196            107
   Loss on sale of real estate owned ............            --            (25)
   Gain on sale of mortgage-backed securities ...            --            173
   (Loss) gain on sale of loans .................           (11)            23
   Loss on SBIC investments .....................          (246)            --
   Rental income ................................            50             29
   Trading revenues from brokerage operations ...           360             --
   Miscellaneous other income ...................            83             31
                                                    -----------    -----------
       Total other income .......................           432            338
                                                    -----------    -----------
OTHER EXPENSES:
   Salaries and employee benefits ...............         1,784          1,285
   Occupancy and equipment ......................           592            319
   Federal insurance premium ....................            20             15
   Professional fees ............................           111             84
   Advertising and promotion ....................            94             91
   Amortization of excess of cost over fair value
   of net assets acquired .......................           180             --
   Other ........................................           871            564
                                                    -----------    -----------
       Total other expenses .....................         3,652          2,358
                                                    -----------    -----------
INCOME BEFORE INCOME TAXES ......................         1,155          1,677
                                                    -----------    -----------
INCOME TAXES ....................................           179            372
                                                    -----------    -----------
NET INCOME ......................................   $       976    $     1,305
                                                    ===========    ===========

BASIC EARNINGS PER SHARE ........................   $       .15    $       .18
DILUTED EARNINGS PER SHARE ......................   $       .15    $       .18

WEIGHTED AVERAGE SHARES
   OUTSTANDING - BASIC ..........................     6,552,248      7,071,192
WEIGHTED AVERAGE SHARES
   OUTSTANDING - DILUTED ........................     6,599,527      7,102,610

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 Three Months
                                                                                Ended March 31,
                                                                                ---------------
                                                                              2001        2000
                                                                              ----        ----
<S>                                                                      <C>         <C>
OPERATING ACTIVITIES:
Net income .............................................................   $    976    $  1,305
Adjustments to reconcile net income to net cash provided
by operating activities:
   Provision for loan losses ...........................................        120         120
   Depreciation ........................................................        244         145
   Amortization of stock benefit plans .................................        242         239
   Amortization of excess of cost over fair value of net assets acquired        180          --
   Amortization of net premiums (discounts) on:
     Loans purchased ...................................................         18          26
     Investments .......................................................       (261)       (337)
     Mortgage-backed securities ........................................        229         243
   Loss (gain) on sale of loans ........................................         11         (23)
   Gain on sale of mortgage-backed securities ..........................         --        (173)
   Net decrease in trading securities ..................................     16,520          --
   Loss on sale of real estate owned ...................................         --          25
   Increase in other assets ............................................       (567)       (483)
   Decrease in other liabilities .......................................    (17,243)      1,344
                                                                           --------    --------
Net cash provided by operating activities ..............................        469       2,431
INVESTING ACTIVITIES:
Principal collected on:
   Mortgage-backed securities ..........................................     16,578       4,666
   Loans ...............................................................      9,453       9,306
Loans originated .......................................................    (21,195)    (21,132)
Loans acquired .........................................................         --      (4,800)
Purchases of:
   Investments .........................................................        (40)        (80)
   Mortgage-backed securities ..........................................    (35,584)    (26,980)
   Office properties and equipment .....................................       (468)       (255)
   FHLB Stock ..........................................................     (1,250)       (149)
Proceeds from the sale of loans ........................................      3,199          23
Proceeds from the sale of mortgage-backed securities ...................         --      17,617
Proceeds from sale of real estate owned ................................         --          11
Maturities and calls of investments ....................................     14,627          --
                                                                           --------    --------
Net cash used in investing activities ..................................    (14,680)    (21,773)
FINANCING ACTIVITIES:
Net increase in deposits ...............................................        458      20,260
Net decrease in advances from borrowers for taxes and insurance ........     (1,263)     (1,289)
Net increase in FHLB advances ..........................................     25,000          --
Net decrease in other borrowings .......................................       (250)       (500)
Purchase of treasury stock .............................................       (687)     (2,180)
Cash dividends .........................................................       (493)       (448)
                                                                           --------    --------
Net cash provided by financing activities ..............................     22,765      15,843
                                                                           --------    --------
Net increase (decrease) in cash and cash equivalents ...................      8,554      (3,499)
Cash and cash equivalents, beginning of period .........................     20,320      37,197
                                                                           --------    --------
Cash and cash equivalents, end of period ...............................     28,874      33,698
                                                                           ========    ========
SUPPLEMENTAL DISCLOSURES
Interest paid on deposits and funds borrowed ...........................   $  7,122    $  5,712
Income taxes paid ......................................................          6          --
Noncash transfers from loans to real estate owned ......................         19          25

</TABLE>

See notes to unaudited consolidated financial statements

                                                                               5
<PAGE>


                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 1 - PRINCIPLES OF CONSOLIDATION

Thistle Group  Holdings,  Co., (the  "Company")  organized in March of 1998, has
three wholly owned  subsidiaries;  TGH Corp.,  TGH  Securities,  and  Roxborough
Manayunk Bank (the "Bank"). The Bank has three wholly owned subsidiaries: Roxdel
Corp.,  Montgomery  Service Corp. and Ridge Service Corp. The Company's business
is conducted principally through the Bank. All significant intercompany accounts
and transactions have been eliminated in consolidation.

NOTE 2 - BASIS OF PRESENTATION

The accompanying  unaudited  consolidated  financial statements were prepared in
accordance with  instructions for Form 10-Q and,  therefore,  do not include all
information  necessary for a complete  presentation  of  consolidated  financial
condition,  results of operations,  and cash flows in conformity with accounting
principles  generally  accepted in the United  States of America.  However,  all
adjustments,  consisting of normal recurring accruals,  which, in the opinion of
management,  are necessary for a fair presentation of the consolidated financial
statements  have been  included.  The results of operations  for the three month
period ended March 31, 2001 are not necessarily  indicative of the results which
may be expected for the entire fiscal year or any other future interim 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 on Form 10-K for the year ended December 31, 2000.

NOTE 3 - INVESTMENTS AVAILABLE FOR SALE

Investments at March 31, 2001 and December 31, 2000 consisted of the following:

<TABLE>
<CAPTION>
                                                              March 31, 2001              December 31, 2000
                                                        Amortized     Approximate     Amortized     Approximate
                                                          Cost        Fair Value        Cost        Fair Value
                                                       ---------     ----------      ---------     ----------
<S>                                                   <C>           <C>             <C>           <C>
U.S. Treasury securities and securities
of U.S. government agencies -
1 to 5 years.......................................    $   3,000     $    3,000      $      --     $       --
5 to 10 years......................................        3,009          3,110          6,011          6,024
More than 10 years.................................       32,000         31,912         42,000         41,123
FHLB and FHLMC Bonds - more than 10 years..........       14,489         13,906         18,883         16,203
Municipal bonds - 5 to 10 years....................          152            153            153            153
Municipal bonds - more than 10 years...............       46,747         46,687         46,703         45,948
Mutual funds.......................................        1,469          1,469          1,439          1,439
Capital trust securities...........................       12,833         11,046         12,847         10,727
Equity investments.................................        5,345          5,465          5,345          5,104
Other..............................................        1,488          1,488          1,477          1,477
                                                       ---------     ----------      ---------     ----------
Total..............................................    $ 120,532     $  118,236      $ 134,858     $  128,198
                                                       =========     ==========      =========     ==========
</TABLE>

NOTE 4 - MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

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

<TABLE>
<CAPTION>
                                                              March 31, 2001             December 31, 2000
                                                        Amortized     Approximate     Amortized     Approximate
                                                          Cost        Fair Value        Cost        Fair Value
                                                       ---------     ----------      ---------     ----------
<S>                                                   <C>           <C>             <C>           <C>
GNMA pass-through certificates.......................  $ 177,125      $  179,264      $ 159,303     $  160,075
FNMA pass-through certificates.......................     75,840          76,129         74,246         73,727
FHLMC pass-through certificates......................     18,395          18,859         18,837         19,075
FHLMC real estate mortgage investment conduits.......      5,714           5,837          5,911          5,993
                                                       ---------      ----------      ---------     ----------
Total................................................  $ 277,074      $  280,089      $ 258,297     $  258,870
                                                       =========      ==========      =========     ==========
</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 March 31,  2001 and  December  31, 2000  consisted  of the
following:

<TABLE>
<CAPTION>
                                                        March 31, 2001    December 31, 2000
                                                        --------------    -----------------
<S>                                                     <C>                 <C>
Mortgage loans:
         1-4 family residential........................   $  121,683          $  121,230
         Commercial real estate........................       59,967              54,763
Home equity lines of credit and improvement loans......       14,816              12,999
Commercial non-mortgage loans..........................       17,137              14,731
Construction loans - net...............................       15,973              14,210
Loans on savings accounts..............................          881                 726
Consumer loans    .....................................          339                 152
                                                          ----------          ----------
         Total loans...................................      230,796             218,811
                                                          ----------          ----------
Plus: unamortized premiums.............................          324                 347
Less:
         Net discounts on loans purchased..............          (15)                (15)
         Deferred loan fees............................       (1,572)             (1,629)
         Allowance for loan losses.....................       (1,791)             (1,682)
                                                          -----------         ----------
Total                                                     $  227,742          $  215,832
                                                          ==========          ==========
</TABLE>

NOTE 7 - DEPOSITS

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

                                     March 31, 2001           December 31, 2000
                                    Amount  % of Total       Amount   % of Total
                                    ------  ----------       ------   ----------
NOW accounts and
   transaction checking         $   40,207       9.9%    $   41,181      10.1%
Money Market Demand accounts        30,673       7.5%        26,582       6.5%
Passbook accounts                  102,532      25.2%       103,209      25.4%
Certificate accounts               233,730      57.4%       235,712      58.0%
                                ----------      -----    ----------      -----
Total                           $  407,142     100.0%    $  406,684     100.0%
                                ==========     ======    ==========     ======

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-month periods ended March 31, 2001 and March 31, 2000, the Company
reported  total  comprehensive  income of  approximately  $5.5 and $2.3 million,
respectively.  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.

                                                                               7
<PAGE>

NOTE 10 - DIVIDENDS

On March 21,  2001 the  Company  declared a dividend  of $.07 per share  payable
April 13, 2001 to stockholders of record on March 31, 2001.

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 was completed  during the quarter
ended March 31, 2001 after  determining  the final  valuation of the fair market
value of the assets  acquired and the  liabilities  assumed.  An adjustment  was
recorded  increasing  the excess of cost over fair value of assets  acquired and
decreasing office properties and equipment for $985,000.

                                                                               8
<PAGE>
                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The  Private  Securities  Litigation  Reform Act of 1995  contains  safe  harbor
provisions regarding forward-looking  statements.  When used in this discussion,
the words  "believes",  anticipates",  "contemplates",  "expects",  and  similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties  which could cause actual results
to differ materially from those projected. Those risks and uncertainties include
changes in interest  rates,  risks  associated  with the effect of opening a new
branch,  the  ability  to  control  costs  and  expenses,  new  legislation  and
regulations  and  general  market  conditions.   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.

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

The  Company  had  total  assets  of  $711.5  million  as  of  March  31,  2001,
representing  an increase of $11.3 million from the balance of $700.2 million as
of  December  31,  2000.  The  increase  was due mainly to an  increase in loans
receivable  of $11.9  million and an increase in  mortgage-backed  securities of
$21.2  million  primarily  funded by FHLB  advances  of $25 million and calls on
investment securities available for sale.

Trading  securities  decreased  $16.5 million to $11.5 million at March 31, 2001
from $28.0 million at December 31, 2000.  Fluctuations in the balance of trading
securities are due to the operation of TGH Securities.

Mortgage-backed  securities increased $21.2 million or 8.2% to $280.1 million at
March 31, 2001 from $258.9  million at December 31, 2000.  This increase was the
result of $35.6  million in purchases and a decrease in the  unrealized  loss of
$2.4 million offset by $16.6 million in repayments.

Loans receivable  increased $11.9 million or 5.5% to $227.7 million at March 31,
2001 from $215.8  million at December 31, 2000.  This increase was the result of
$21.2 million of loan  originations  including  $5.7 million of  non-residential
loans, offset by principal repayments of $9.5 million.

                                                                               9
<PAGE>

FHLB Advances increased $25 million or 14.5% to $196.9 million at March 31, 2001
from $171.9  million at December 31,  2000.  The  advances  funded  purchases of
mortgage-backed securities.

Accounts payable and accrued expenses  decreased $17.2 million or 52.6% to $15.5
million  at March 31,  2001  from  $32.7  million  at  December  31,  2000.  The
fluctuation  is due mainly to the  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 end or year end.

Total  stockholders'  equity  increased $4.5 million or 5.5% to $87.6 million at
March 31,  2001 from $83.1  million at  December  31,  2000  primarily  due to a
decrease in the accumulated other comprehensive loss of $4.5 million as a result
of changes  in the net  unrealized  loss on the  available  for sale  securities
portfolio due to fluctuations  in the interest  rates.  Because of interest rate
changes,  the  Company's  accumulated  other  comprehensive  income  (loss)  may
fluctuate for each interim and year-end period.

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

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

                                                   At                   At
                                             March 31, 2001    December 31, 2000
                                             --------------    -----------------
                                                   (Dollars in Thousands)

Total non-performing loans...................   $   143              $  170
Real estate owned............................        59                  47
                                                -------              ------
Total non-performing assets..................   $   202              $  217
                                                =======              ======
Total non-performing loans to
total loans..................................       .06%                .08%

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

Allowance for loan loss......................   $ 1,791              $1,682

Allowance for loan losses as a percentage
of total non-performing assets...............       887%                775%

Allowance for loan losses as a percentage
of total non-performing loans................     1,054%                989%

Allowance for loan losses as a percentage
of total average loans.......................      .80%                 .81%


                                                                              10
<PAGE>

Comparison of Operations  for the  Three-Month  Periods Ended March 31, 2001 and
--------------------------------------------------------------------------------
2000
----

Net Income.  Net income for the three  months  ended  March 31,  2001  decreased
$329,000 or 25% over the same period in 2000.  The decrease for the  three-month
period is due to an increase in net interest income of $678,000, and increase of
$94,000 in other income  offset by an increase of $1.3  million in  non-interest
expense.

Total Interest Income. Interest income for the three months ended March 31, 2001
increased  $2.1  million  or 22% over  the  quarter  ended  March  31,  2000 due
primarily  to  an  increase  of  $108.0  million  in  the  average   balance  of
interest-earning assets and an increase in the average yield of 13 basis points.

Total Interest  Expense.  Interest  expense for the three months ended March 31,
2001  increased  $1.4  million  24.9% over the quarter  ended March 31, 2000 due
primarily  to  an  increase  of  $103.0  million  in  the  average   balance  of
interest-bearing  liabilities  and an increase of 14 basis points in the average
cost of funds.

Net Interest  Income.  Net interest  income for the three months ended March 31,
2001  increased  $678,000 or 18.3% over the quarter  ended March 31, 2000 due to
the reasons discussed above. The net interest spread, the difference between the
average  rate earned and the average  rate paid,  decreased  by 1 basis point to
2.26% for the three  months  ended March 31, 2001 from 2.27% for the same period
in 2000.

Provision  for Losses on Loans.  The provision for losses on loans for the three
months  ended  March 31, 2001 and 2000  totaled  $120,000.  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 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.  Total  non-interest  income for the quarter ended March 31, 2001
increased  $94,000  over the  quarter  ended  March 31,  2000.  The  increase in
non-interest  income for the quarter ended March 31, 2001 was primarily a result
of $360,000 of trading  revenues of TGH Securities  offset by a $246,000 loss on
SBIC investments.

Non-interest  Expenses.  Total non-interest  expense for the quarter ended March
31, 2001 increased $1.3 million, or 54.9% over the quarter ended March 31, 2000.
The most  significant  increases  in  non-interest  expense for the quarter were
primarily attributable to salary and employee benefits,  occupancy and equipment
costs and amortization of cost over fair value of assets acquired.  The increase
in such  expenses was  attributable  to the addition of personnel in  commercial
lending,  the  operation of TGH  Securities  and the branch  acquisitions.  Such
non-interest  expenses were not reflected in the  comparative  quarter.  For the
current  three-month  period,  salaries and employee  benefits and occupancy and
equipment costs  increased  $499,000 and $273,000,  respectively,  over the same
2000 periods.

                                                                              11

<PAGE>

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

On March 31, 2001, the Bank was in compliance with its three regulatory  capital
requirements as follows:

                                                    Amount          Percent
                                                    ------          -------
                                                        (in Thousands)
Tangible capital.............................     $  51,333           7.6%
Tangible capital requirement.................        10,058           1.5%
                                                  ---------          -----
Excess over requirement......................     $  41,275           6.1%
                                                  =========          =====

Core capital.................................     $  51,333           7.6%
Core capital requirement.....................        26,822           4.0%
                                                  ---------          -----
Excess over requirement......................     $  24,511           3.6%
                                                  =========          =====


Risk based capital...........................     $  53,124          21.0%
Risk based capital requirement...............        20,206           8.0%
                                                  ---------          -----
Excess over requirement......................     $  32,918          13.0%
                                                  =========          =====

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
three months  ended March 31,  2001,  the Company  originated  $21.2  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 $35.6 million during the three-month period
ended March 31, 2001. Other  investment  activities  include  investment in U.S.
government  and federal agency  obligations,  municipal  bonds,  debt and equity
investments in financial  services firms, FHLB of Pittsburgh  stock,  commercial
and consumer loans.

The 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 7.7% at March 31, 2001.

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 March 31, 2001, cash and cash  equivalents  totaled
$28.9 million.

The Company anticipates that it will have sufficient funds available to meet its
current  commitments.  As of March 31,  2001,  the Company had $23.1  million in
commitments  to fund loans.  Certificates  of deposit  which were  scheduled  to
mature  in one  year  or less as of  March  31,  2001  totaled  $192.3  million.
Management believes that a significant portion of such deposits will remain with
the Company.

                                                                              12
<PAGE>

Additional Key Operating Ratios
                                                     For the
                                                Three Months Ended
                                                     March 31,
                                                     ---------
                                                2001(1)     2000(1)

Return on average assets                          .57%        .92%
Return on average equity                         4.50%       7.14%
Yield on average interest-earning assets         7.15%       7.02%
Cost of average interest-bearing liabilities     4.88%       4.74%
Interest rate spread (2)                         2.26%       2.27%
Net interest margin                              2.76%       2.81%

                                         At March 31, 2001  At December 31, 2000
                                         -----------------  --------------------

Tangible book value per share                 $12.43               $11.67


(1)  The ratios for the three-month period 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 three months ended March 31, 2001 from
the  information  presented in the Form 10K for  December  31,  2000,  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 March 31, 2001. From time to time, the Company is a party to
routine legal proceedings in the ordinary course of business,  such as claims to
enforce liens, condemnation proceedings on properties in which the Company holds
a security interest,  claims involving the making and servicing of real property
loans,  and other issues incident to the business of the Company.  There were no
lawsuits  pending or known to be  contemplated  against the Company at March 31,
2001  that  would  have a  material  effect on the  operations  or income of the
Company or the Bank, taken as a whole.

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

Not applicable

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

None

ITEM 5.    OTHER INFORMATION

None

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

Item 6  Exhibits and Reports on Form 8-K

           The following Exhibits are filed as part of this report:
<TABLE>
<CAPTION>
          <S>      <C>
             3(i)   Articles of Incorporation****
            3(ii)   Bylaws*
              4.1   Shareholder Rights Plan**
             10.1   1992 Stock Option Plan of Roxborough-Manayunk Federal Savings Bank*
             10.2   1992 Management Stock Bonus Plan of Roxborough-Manayunk Bank*
             10.3   1994 Stock Option Plan of Roxborough-Manayunk Bank*
             10.4   1994 Management Stock Bonus Plan of Roxborough-Manayunk Bank*
             10.5   Employment Agreement with John F. McGill, Jr.****
             10.6   Employment Agreement with Jerry Naessens*
             10.7   1999 Stock Option Plan ***
             10.8   1999 Restricted Stock Plan***
</TABLE>

(b)  No  Reports  on Form 8-K were  filed  during  the  quarter  covered by this
     Report.

----------------
*    Incorporated  by  reference  to the  identically  numbered  exhibit  to the
     Company's Form S-1 Registration  Statement No. 333-48749 filed on March 27,
     1998.
**   Incorporated  by reference to Exhibit 1 to the Company's  Form 8-A filed on
     September 30, 1999.
***  Incorporated by reference to the appropriate exhibit of the Company's proxy
     material filed on June 21, 1999.
**** Incorporated  by reference to the  identically  number exhibits to the Form
     10-K for December 31, 1999 filed on March 30, 2000.

                                                                              14
<PAGE>



                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                              THISTLE GROUP HOLDINGS, CO.



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




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

                                                                              15