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 June 30, 2003

                           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
                          ---               ---

     Indicate  by check  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 126-2 of the Exchange Act.)

                     Yes                No   X
                          ---               ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date, August 5, 2003.


                  Class                             Outstanding
         ---------------------------                -----------
         $.10 par value common stock                 5,224,825


<PAGE>

                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                                    FORM 10-Q
                       FOR THE QUARTER ENDED June 30, 2003

                                      INDEX

<TABLE>
<CAPTION>
                                                                                               Page
                                                                                              Number
                                                                                              ------
<S>                                                                                          <C>

PART I - UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF
         THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES

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

    Item 2.    Management's Discussion and Analysis of Financial
               Condition and Results of Operations..............................................11

    Item 3.    Quantitative and Qualitative Disclosures about Market Risk.......................15

    Item 4.    Controls and Procedures..........................................................16

PART II - OTHER INFORMATION

    Item 1.    Legal Proceedings................................................................17

    Item 2.    Changes in Securities and Use of Proceeds........................................17

    Item 3.    Defaults upon Senior Securities..................................................17

    Item 4.    Submission of Matters to a Vote of Security Holders..............................17

    Item 5.    Other Information................................................................17

    Item 6.    Exhibits and Reports on Form 8-K.................................................17

SIGNATURES        ..............................................................................18

EXHIBITS          ..............................................................................19

</TABLE>


                                       2

<PAGE>
THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                                                  June 30,   December 31,
ASSETS                                                                              2003         2002
                                                                                 ---------    ---------
<S>                                                                              <C>          <C>
Cash on hand and in banks                                                        $   6,687    $   4,819
Interest-bearing deposits                                                           59,575       19,841
                                                                                 ---------    ---------
        Total cash and cash equivalents                                             66,262       24,660
Investments available for sale at fair value
   (amortized cost - 2003, $61,450; 2002, $65,098)                                  64,301       66,239
Mortgage-backed securities available for sale
  at fair value (amortized cost - 2003, $392,553; 2002, $361,869)                  396,561      369,571
Trading securities                                                                  11,788       43,714
Loans receivable (net of allowance for loan losses -
  2003, $2,927; 2002, $2,209)                                                      320,036      299,963
Loans held for sale                                                                    219         --
Accrued interest receivable                                                          3,902        4,260
Federal Home Loan Bank stock - at cost                                              13,409       12,497
Real estate acquired through foreclosure - net                                       1,459        1,717
Office properties and equipment - net                                                7,692        6,346
Prepaid expenses and other assets                                                    4,887        5,706
Cash surrender value of life insurance                                              15,434       15,069
Goodwill                                                                             7,680        7,680
                                                                                 ---------    ---------
TOTAL ASSETS                                                                     $ 913,630    $ 857,422
                                                                                 =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits                                                                       $ 549,975    $ 492,880
  FHLB advances                                                                    186,884      220,884
  Payable to brokers and dealers                                                    76,732       41,924
  Other borrowings                                                                   1,650        3,650
  Accrued interest payable                                                             908          976
  Advances from borrowers for taxes and insurance                                    2,004        2,611
  Accounts payable and accrued expenses                                              8,687        7,625
  Dividends payable                                                                    470          473
                                                                                 ---------    ---------
        Total liabilities                                                          827,310      771,023
                                                                                 ---------    ---------
Company-obligated manditorily redeemable preferred securities
  of a subsidiary trust holding
  solely junior subordinated debentures of the Company                              10,000       10,000
                                                                                 ---------    ---------
Commitments and Contingencies
Stockholders' Equity:
  Preferred stock, no par value, 10,000,000 shares authorized,
    none issued in 2003 or 2002
  Common stock, $.10 par value, 40,000,000 shares authorized, 8,999,989 shares
    issued and 5,224,825 shares outstanding at June 30, 2003; 8,999,989 issued
    and  5,259,424 shares outstanding at December 31, 2002                             900          900
  Additional paid-in capital                                                        92,848       92,884
  Common stock acquired by stock benefit plans                                      (5,131)      (5,537)
  Treasury stock at cost, 3,775,164 shares at June 30, 2003
    and 3,740,565 shares at December 31, 2002                                      (39,702)     (39,068)
  Accumulated other comprehensive income                                             4,526        5,836
  Retained earnings - partially restricted                                          22,879       21,384
                                                                                 ---------    ---------
        Total stockholders' equity                                                  76,320       76,399
                                                                                 ---------    ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       $ 913,630    $ 857,422
                                                                                 =========    =========
</TABLE>

See notes to unaudited condensed consolidated financial statements

                                       3

<PAGE>
THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------

                                                                        For the                For the
                                                                  Three Months Ended       Six Months Ended
                                                                     Ended June 30,         Ended June 30,
                                                                  --------------------   --------------------
                                                                    2003        2002       2003        2002
                                                                  --------    --------   --------    --------
                                                                             (Restated -            (Restated -
                                                                            See Note 12)           See Note 12)
<S>                                                             <C>         <C>          <C>         <C>
INTEREST INCOME:
   Interest on loans                                              $  5,715    $  5,368     11,215      10,372
   Interest on mortgage-backed securities                            3,477       4,058      7,486       8,141
   Interest on investments:
     Taxable                                                           204         435        405         968
     Tax-exempt                                                        782         823      1,583       1,623
     Dividends                                                          84          94        195         202
                                                                  --------    --------   --------    --------
           Total interest income                                    10,262      10,778     20,884      21,306
                                                                  --------    --------   --------    --------

INTEREST EXPENSE:
  Interest on deposits                                               3,029       3,439      6,032       6,886
  Interest on FHLB advances and other borrowings                     2,552       2,481      5,111       4,863
                                                                  --------    --------   --------    --------

           Total interest expense                                    5,581       5,920     11,143      11,749
                                                                  --------    --------   --------    --------

NET INTEREST INCOME                                                  4,681       4,858      9,741       9,557

PROVISION FOR LOAN LOSSES                                              320         200        717         350
                                                                  --------    --------   --------    --------

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                  4,361       4,658      9,024       9,207
                                                                  --------    --------   --------    --------

OTHER INCOME:
  Service charges and other fees                                       321         215        624         463
  Trading revenues from brokerage operations                           329         683        643         982
  Writedown on real estate owned                                      (105)          -       (249)          -
  Gain on sale of real estate owned                                      -           6          -           6
  Gain on sale of mortgage-backed securities available for sale        733         356      1,107         356
  Gain on sale of loans                                                108         177        153         177
  Gain (loss) on sale of investments available for sale                  -        (539)       212        (539)
  Rental income                                                         45          51         76         106
  Other income                                                          11           -         15           -
                                                                  --------    --------   --------    --------
           Total other income                                        1,442         949      2,581       1,551
                                                                  --------    --------   --------    --------

OTHER EXPENSES:
  Salaries and employee benefits                                     2,161       2,142      4,105       3,929
  Occupancy and equipment                                              763         660      1,522       1,331
  Professional fees                                                    158          92        331         397
  Advertising                                                           98          99        201         202
  Interest on redeemable preferred securities                          131         137        265         137
  Other                                                              1,234         883      2,199       1,799
                                                                  --------    --------   --------    --------

           Total other expenses                                      4,545       4,013      8,623       7,795
                                                                  --------    --------   --------    --------

INCOME BEFORE INCOME TAXES                                           1,258       1,594      2,982       2,963
                                                                  --------    --------   --------    --------

INCOME TAXES                                                           227         278        580         516
                                                                  --------    --------   --------    --------

NET INCOME                                                        $  1,031    $  1,316   $  2,402    $  2,447
                                                                  ========    ========   ========    ========

BASIC EARNINGS PER SHARE                                          $   0.21    $   0.22   $   0.50    $   0.40
                                                                  ========    ========   ========    ========

DILUTED EARNINGS PER SHARE                                        $   0.21    $   0.22   $   0.48    $   0.40
                                                                  ========    ========   ========    ========
</TABLE>

See notes to unaudited condensed consolidated financial statements.

                                       4

<PAGE>
THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                             For The Six Months
                                                                                Ended June 30,
                                                                           ----------------------
                                                                              2003         2002
                                                                           ---------    ---------
                                                                                       (Restated -
                                                                                        See Note 12)
<S>                                                                      <C>          <C>
OPERATING ACTIVITIES:
  Net income                                                               $   2,402    $   2,447
  Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:
    Provision for loan losses                                                    717          350
    Depreciation                                                                 680          630
    Amortization of stock benefit plans                                          493          457
    Loans held for sale originated                                           (11,999)           -
    Amortization of:
        Net premiums (discounts) on:
        Loans purchased                                                           85           43
        Investments                                                              (44)        (451)
        Mortgage-backed securities                                             2,328        1,975
    (Gain) loss on sale of investments                                          (212)         539
    Gain on sale of loans                                                       (153)        (177)
    Gain on sale of mortgage-backed securities                                (1,107)        (356)
    Gain on sale of real estate owned                                              -           (6)
    Proceeds from the sale of loans held for sale                             11,933            -
    Writedown of real estate owned                                               249            -
    Net decrease (increase) in trading securities                             31,926      (33,450)
    Decrease (increase) in other assets                                          808       (3,359)
    Increase in other liabilities                                             36,414       34,604
                                                                           ---------    ---------
           Net cash provided by operating activities                          74,520        3,246
                                                                           ---------    ---------
INVESTING ACTIVITIES:
  Principal collected on:
    Mortgage-backed securities                                                91,683       70,257
    Loans                                                                     85,044       45,593
  Loans originated                                                          (101,822)     (87,097)
  Loans acquired                                                              (4,097)           -
  Purchases of:
    Investments                                                                  (28)      (4,744)
    Mortgage-backed securities                                              (191,457)     (94,518)
    Property and equipment                                                    (2,026)      (1,022)
    FHLB stock                                                                  (912)           -
  Maturities and calls of  investments                                         3,320        2,075
  Proceeds from the sale of:
    Mortgage-backed securities                                                67,869       21,790
    Investments                                                                  612       15,570
    Loans                                                                          -        6,722
    Real Estate owned                                                             13           72
                                                                           ---------    ---------
           Net cash provided by (used in) investing activities               (51,801)     (25,302)
                                                                           ---------    ---------
FINANCING ACTIVITIES:
  Net increase in deposits                                                    57,095       34,675
  Net decrease in advances from borrowers for taxes and insurance               (607)        (522)
  Net decrease in FHLB borrowings                                            (34,000)           -
  Net (decrease) increase in other borrowings                                 (2,000)       3,500
  Issuance of capital securities                                                   -       10,000
  Purchase of treasury stock                                                    (834)     (16,237)
  Net proceeds from exercise of stock options                                    136           62
  Cash dividends                                                                (907)        (953)
                                                                           ---------    ---------
           Net cash provided by financing activities                          18,883       30,525
                                                                           ---------    ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                     41,602        8,469

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                  24,660       22,723
                                                                           ---------    ---------
CASH AND CASH EQUIVALENTS,  END OF YEAR                                    $  66,262    $  31,192
                                                                           =========    =========

SUPPLEMENTAL DISCLOSURES:
  Interest paid on deposits and funds borrowed                             $  11,211    $  11,908
  Income taxes paid                                                              767          870
 Noncash transfers from loans to real estate owned                                 -        2,830
 Noncash transfers of investments held to maturity to available for sale           -       51,385
</TABLE>

See notes to unaudited condensed consolidated financial statements.

                                       5
<PAGE>

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

NOTE 1 - PRINCIPLES OF CONSOLIDATION

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

NOTE 2 - BASIS OF PRESENTATION

The accompanying  unaudited  condensed  consolidated  financial  statements were
prepared in accordance with  instructions for Form 10-Q and,  therefore,  do not
include all  information  necessary for a complete  presentation of consolidated
financial  condition,  results of operations,  and cash flows in conformity with
accounting  principles  generally  accepted  in the  United  States of  America.
However, all adjustments, consisting of normal recurring accruals, which, in the
opinion of management, are necessary for a fair presentation of the consolidated
financial  statements,  have been  included.  The results of operations  for the
three-month  period ended June 30, 2003 are not  necessarily  indicative  of the
results  which may be expected  for the entire  fiscal year or any other  future
interim period.

These unaudited condensed  consolidated  financial  statements should be read in
conjunction with the consolidated  financial statements and related notes, which
are included in the Company's Annual Report to stockholders on Form 10-K for the
year ended December 31, 2002.

NOTE 3 - INVESTMENTS

Investments  available for sale at June 30, 2003 and December 31, 2002 consisted
of the following:

<TABLE>
<CAPTION>
                                                June 30, 2003         December 31, 2002
                                          -----------------------  -----------------------
                                          Amortized   Approximate  Amortized   Approximate
                                             Cost      Fair Value     Cost      Fair Value
                                          ---------   -----------  ---------   -----------
<S>                                    <C>         <C>          <C>          <C>

Municipal bonds - 1 to 5 years..........   $      -    $      -     $    511     $    541
Municipal bonds - 5 to 10 years.........        255         258          255          256
Municipal bonds - more than 10 years....     47,895      49,087       50,651       51,328
Mutual funds............................      1,589       1,589        1,569        1,569
Capital trust securities................      7,448       7,559        7,457        6,668
Equity investments......................      3,465       5,010        3,864        5,086
Other...................................        798         798          791          791
                                            -------     -------      -------      -------
 Total...................................   $61,450     $ 64,301     $65,098      $66,239
                                            =======     ========     =======      =======
</TABLE>

NOTE 4 - MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

Mortgage-backed  securities at June 30, 2003 and December 31, 2002  consisted of
the following:

<TABLE>
<CAPTION>
                                                           June 30, 2003         December 31, 2002
                                                     -----------------------  -----------------------
                                                     Amortized   Approximate  Amortized   Approximate
                                                        Cost      Fair Value     Cost      Fair Value
                                                     ---------   -----------  ---------   -----------
 <S>                                                <C>         <C>          <C>        <C>

Agency pass-through certificates.....................  $348,857     $353,228     $294,095   $301,376
Agency real estate mortgage investment conduits......    36,007       35,620       38,362     38,693
Non-agency collateralized mortgage obligations.......     7,689        7,713       29,412     29,502
                                                       --------     --------     --------   --------
Total................................................  $392,553     $396,561     $361,869   $369,571
                                                       ========     ========     ========   ========

</TABLE>


NOTE 5 - TRADING SECURITIES

Trading  securities  are  securities  owned by TGH  Securities,  a wholly  owned
broker/dealer  subsidiary of the Company.  Trading  securities are recorded on a
trade  date basis and are  carried at fair  value.  These  securities  generally
consist of short-term municipal notes and bonds. Gains and losses, both realized
and unrealized, are included in operating income.


                                      6

<PAGE>


NOTE 6 - LOANS RECEIVABLE

Loans  receivable  at June 30,  2003 and  December  31,  2002  consisted  of the
following:

<TABLE>
<CAPTION>
                                                      June 30, 2003    December 31, 2002
                                                      -------------    -----------------
<S>                                                   <C>                <C>

Mortgage loans:
         1 - 4 family residential.....................   $114,497           $125,827
         Commercial real estate.......................    107,577             92,760
Home equity lines of credit and improvement loans.....     34,444             28,525
Commercial loans  ....................................     35,416             26,557
Construction loans - net..............................     31,060             28,446
Loans on savings accounts.............................        420                505
Consumer loans    ....................................      1,243              1,034
                                                         --------           --------
         Total loans..................................    324,657            303,654
                                                         --------           --------
Plus: unamortized premiums............................         60                144
Less:
         Net discounts on loans purchased.............        (11)               (12)
         Deferred loan fees...........................     (1,743)            (1,614)
         Allowance for loan losses....................     (2,927)            (2,209)
                                                         --------           --------
Total                                                    $320,036           $299,963
                                                         ========           ========
</TABLE>


A summary of changes in the  allowance  for loan losses for the six months ended
June 30, 2003 and for the year ended December 31, 2002 is as follows:

                                                For the            For the
                                            Six Months Ended      Year Ended
                                              June 30, 2003    December 31, 2002
                                            ----------------   -----------------

Balance, beginning.........................      $2,209             $2,511
Provision..................................         717                702
Charge-offs................................           -             (1,004)
Recovery...................................           1                  -
                                                 ------             ------
Balance ending.............................      $2,927             $2,209
                                                 ======             ======

NOTE 7 - DEPOSITS

The major  types of deposits  by amounts  and  percentages  at June 30, 2003 and
December 31, 2002 were as follows:

                              June 30, 2003          December 31, 2002
                         ----------------------   -----------------------
                           Amount    % of Total     Amount     % of Total
                         ---------   ----------   ---------    ----------

Checking accounts........ $116,975      21.3%      $ 91,584       18.6%
Money market accounts....   48,222       8.8%        44,191        9.0%
Passbook accounts........  130,755      23.8%       124,660       25.3%
Certificate accounts.....  254,023      46.1%       232,445       47.1%
                          --------     -----       --------      -----
Total.................... $549,975     100.0%      $492,880      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.  The  weighted
average shares used in the basic and diluted earnings per share computations for
the three and six month periods ended June 30, 2003 and 2002 are as follows:


                                       7

<PAGE>


<TABLE>
<CAPTION>
                                                       For the                For the
                                                 Three Months Ended       Six Months Ended
                                                      June 30,                 June 30,
                                               ----------------------    ----------------------
                                                  2003        2002          2003        2002
                                               ---------   ----------    ---------   ----------
<S>                                         <C>         <C>           <C>         <C>

Average common shares outstanding- basic       4,805,746   5,914,161     4,816,060   6,015,890
Increase in shares due to dilutive options       177,566     122,990       159,326     101,081
                                               ---------   ---------     ---------   ---------
Adjusted shares outstanding - diluted          4,983,312   6,037,151     4,975,386   6,116,971
                                               =========   =========     =========   =========
</TABLE>


NOTE 9 - COMPREHENSIVE INCOME

For the three and six month  periods ended June 30, 2003,  the Company  reported
total comprehensive income of approximately $207, and $1,092, respectively.  For
the three and six-month  periods of the prior year,  the Company  reported total
comprehensive income of approximately $4,968 and $5,486, respectively.  Items of
other  comprehensive  income consisted of unrealized  gains or (losses),  net of
taxes,  on available for sale  securities and  reclassification  adjustments for
gains or (losses) included in net income.

NOTE 10 - DIVIDENDS

On June 18, 2003, the Company declared a dividend of $.09 per share payable July
15, 2003 to stockholders of record on June 30, 2003.

NOTE 11 - RECENT ACCOUNTING STANDARDS

In December  2002, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of  Financial  Accounting  Standards  (SFAS) No. 148,  Accounting  for
Stock-Based  Compensation  --Transition  and  Disclosure,  an  amendment of FASB
Statement  No.  123.  SFAS No.  148 amends  SFAS No. 123 to provide  alternative
methods of transition  for a voluntary  change to the fair value based method of
accounting for stock-based employee  compensation.  In addition,  this Statement
amends  the  disclosure  requirements  of  SFAS  No.  123 to  require  prominent
disclosures in both annual and interim financial  statements about the method of
accounting for stock-based  employee  compensation  and the effect of the method
used on reported results.  This statement is effective for financial  statements
for fiscal years ending  after  December 15, 2002.  The Company has provided the
required interim disclosures below.

The Company applies APB Opinion No. 25 and related interpretations in accounting
for stock options and, accordingly,  no compensation expense has been recognized
in the financial  statements.  Had the Company determined  compensation  expense
based on the fair value at the grant date for its stock  options  under SFAS No.
123,  the  Company's  net income and income per share would have been reduced to
the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                            For the Three Months     For the Six Months
                                                Ended June 30,         Ended June 30,
                                              2003         2002        2003         2002
                                           ---------    ---------   ---------    ---------

<S>                                      <C>          <C>         <C>          <C>
Net income, as reported                    $   1,031    $   1,316   $   2,402    $   2,447

Deduct: Total stock-based employee
   compensation expense determined
   under fair value based method for all
   awards, net of related tax effects            (26)           -         (52)           -
                                           ---------    ---------   ---------    ---------
Pro forma net income                       $   1,005    $   1,316   $   2,350    $   2,447
                                           =========    =========   =========    =========

Earnings per share:
   Basic-as reported                       $    0.21    $    0.22   $    0.50    $    0.40
   Basic-pro forma                              0.21         0.22        0.49         0.40

   Diluted-as reported                          0.21         0.22        0.48         0.40
   Diluted-pro forma                            0.20         0.22        0.47         0.40
</TABLE>



                                       8

<PAGE>

In April 2003, the FASB issued Statement No. 149,  Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities.   The  Statement  amends  and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded  in other  contracts,  and for  hedging  activities  under
Statement 133.

The new guidance amends Statement 133 for decisions made as part of the
Derivatives Implementation Group process that effectively required amendments to
Statement 133, in connection with other FASB projects dealing with financial
instruments and regarding implementation issues raised in relation to the
application of the definition of a derivative, particularly regarding the
meaning of an "underlying" and the characteristics of a derivative that contains
financing components.

The  amendments  set forth in  Statement  149  improve  financial  reporting  by
requiring  that  contracts  with  comparable  characteristics  be accounted  for
similarly.  In particular,  this Statement  clarifies under what circumstances a
contract with an initial net investment meets the characteristic of a derivative
as  discussed  in Statement  133. In  addition,  it clarifies  when a derivative
contains a financing  component that warrants special reporting in the statement
of cash flows. Statement 149 amends certain other existing pronouncements. Those
changes  will  result  in  more  consistent  reporting  of  contracts  that  are
derivatives in their entirety or that contain embedded  derivatives that warrant
separate accounting.

This  Statement is effective for contracts  entered into or modified  after June
30, 2003,  and for hedging  relationships  designated  after June 30, 2003.  The
guidance  should  be  applied  prospectively.  Currently,  the  Company  has  no
derivatives that require application of this statement.

In May 2003, the FASB issued Statement No. 150, Accounting for Certain Financial
Instruments with  Characteristics  of both Liabilities and Equity. The statement
improves the accounting for certain  financial  instruments  that under previous
guidance,  issuers could account for as equity.  The new statement requires that
those  instruments  be  classified  as  liabilities  in  statements of financial
position.  Most of the guidance in Statement  150 is effective for all financial
instruments  entered  into or modified  after May 31,  2003,  and  otherwise  is
effective at the beginning of the first interim period  beginning after June 15,
2003.  The  Company  has not yet  evaluated  the impact of the  adoption of this
statement.

In  November  2002,  the FASB  issued FASB  Interpretation  No. 45,  Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  including  Indirect
Guarantees of  Indebtedness  of Others.  This  Interpretation  elaborates on the
disclosures  to be made by a  guarantor  in its  interim  and  annual  financial
statements about its obligations under certain guarantees that it has issued. It
also clarifies that a guarantor is required to recognize,  at the inception of a
guarantee,  a  liability  for the fair  value of the  obligation  undertaken  in
issuing the guarantee.  This Interpretation  also incorporates,  without change,
the guidance in FASB Interpretation No. 34, Disclosure of Indirect Guarantees of
Indebtedness of Others,  which is being superseded.  The initial recognition and
initial  measurement  provisions  of this  Interpretation  are  applicable  on a
prospective  basis to  guarantees  issued or modified  after  December 31, 2002,
irrespective of the guarantor's fiscal year-end. The disclosure  requirements in
this Interpretation are effective for financial  statements of interim or annual
periods ending after December 15, 2002. The Company  currently has no guarantees
that would be  required  to be  recognized,  measured  or  disclosed  under this
Interpretation.

In January 2003, the FASB issued FASB  Interpretation  No. 46,  Consolidation of
Variable  Interest  Entities.  The  Interpretation  clarifies the application of
Accounting  Research  Bulletin No. 51,  Consolidated  Financial  Statements,  to
certain entities in which equity investors do not have the  characteristics of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance  its  activities  without  additional  subordinated  financial
support  from  other  parties.  The  Company  has  participated  in the issue of
preferred trust  securities  through a trust  established for such purpose.  The
Company is currently assessing the trust preferred  securities structure and the
continued consolidation of the related trust pursuant to FIN 46. Management does
not believe the results of the  assessment  will result in a material  change to
the Company's  balance sheet or income  statement upon the adoption of FIN 46 in
the third quarter 2003.

NOTE 12 - ACCOUNTING FOR GOODWILL

On October 1, 2002,  the  Company  adopted  Statement  of  Financial  Accounting
Standards  ("SFAS") No. 147,  Acquisitions  of Certain  Financial  Institutions,
which allows financial  institutions,  meeting certain  criteria,  to reclassify
their identifiable intangible asset balances to goodwill and retroactively cease
amortization  beginning  as  of  January  1,  2002.  Accordingly,   the  Company
retroactively  ceased  amortization  of goodwill  beginning  January 1, 2002 and
restated earnings for the quarterly periods in the year ended December 31, 2002.
The Company will be required to annually review the asset for impairment.

At  January  1,  2003,  the  Company,   utilizing  an  independent  third  party
specialist,  tested the  goodwill for  impairment.  Based on this  analysis,  no
impairment existed.

                                       9

<PAGE>


The  following  table is a summary of net income and basic and diluted  earnings
per share for the three and six month periods ended June 30, 2002, as previously
reported  on Form 10-Q and for the same  quarterly  period as  restated  for the
adoption of SFAS No. 147:

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

<S>                                                          <C>                <C>
Net income, as previously reported......................        $1,135             $2,127
Amortization of goodwill, net of tax....................           181                320
                                                                ------             ------
Net income, as restated.................................        $1,316             $2,447
                                                                ======             ======
Earnings per share:
   Basic earnings per share, as previously reported.....        $ 0.19             $ 0.35
   Amortization of goodwill, net of tax.................          0.03               0.05
                                                                ------             ------
   Basic earnings per share, as restated................        $ 0.22             $ 0.40
                                                                ======             ======

   Dilute earnings per share, as previously reported....        $ 0.19             $ 0.35
   Amortization of goodwill, net of tax.................          0.03               0.05
                                                                ------             ------
   Diluted earnings per share, as restated..............        $ 0.22             $ 0.40
                                                                ======             ======
</TABLE>


                                       10

<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.

Net income for the quarter  decreased by $340,000 or $.07  diluted  earnings per
share from the quarter  ended March 31, 2003.  Set forth below is the  Company's
earnings  information  for the  quarter  ended June 30,  2003 as compared to the
quarter ended March 31, 2003. (the "Linked Quarter Highlights")

                          LINKED QUARTER HIGHLIGHTS
                            (Dollars in Thousands)

                                  QTR       QTR     INCREASE    % INCREASE
                                6/30/03   3/31/03  (DECREASE)    (DECREASE)
                               --------  --------  ----------   ----------
  Interest Income              $ 10,262  $ 10,622   $  (360)       (3.4%)
  Interest Expense                5,581     5,562        19          .3%
  Net Interest Income             4,681     5,060      (379)       (7.5%)
  Provision for loan losses         320       397       (77)      (19.4%)
  Non-interest Income             1,442     1,139       303        26.6%
  Non-interest Expense            4,545     4,078       467        11.4%
  Net Income                      1,031     1,371      (340)      (24.8%)
  Cash and cash equivalents      66,262    26,276    39,986       152.2%
  Loans                         320,255   310,858     9,397         3.0%
  Deposits                      549,975   505,026    44,949         8.9%
  Stockholders' Equity           76,320    77,037      (717)        (.9%)


o    Net income  decreased due to a decrease in net interest  income of $379,000
     and an increase in non-interest expense of $467,000, partially offset by an
     increase in non-interest income of 303,000.

o    Net interest income decreased  $379,000 primarily as a result of a decrease
     in interest  income on  mortgage-backed  securities  offset  somewhat by an
     increase  in  interest  income on  loans.  The  mortgage-backed  securities
     portfolio  experienced  rapid  repayments  during the second quarter.  As a
     result,  the average  yield on the  portfolio  decreased 58 basis points as
     funds were reinvested at lower rates.

o    Non-interest  income for the quarter increased $303,000 due mainly to gains
     on the sale of securities.

o    Non-interest  expense increased  $467,000 or 11% quarter over quarter.  The
     increase was the result of increases in salaries and employee  benefits and
     other operating  expenses.  The increase in salaries and employee  benefits
     was  due  to  an  increase  in  the  number  of  employees   and  incentive
     compensation  tied to deposit growth goals. The increase in other operating
     expense was due to increased costs including telephone,  security, postage,
     supplies and information technology-related expenses.

o    Cash  and cash  equivalents  increased  $40.0  million  as a result  of the
     increase in customer deposits and the proceeds from the sale of certain low
     yielding  mortgage-backed  securities during the quarter. Given the current
     market  environment,  the Company  did not feel  compelled  to  immediately
     reinvest its liquidity.

o    Loans  receivable  increased  $9.4  million  or 3% over the  prior  quarter
     despite continued heavy  prepayments.  Repayments,  including  prepayments,
     were $48.7 million for the quarter ended June 30, 2003 versus $36.2 million
     for the first quarter of 2003.  Origination's totaled $66.4 million for the
     quarter  ended June 30, 2003 versus $47.4  million for the first quarter of
     2003.

o    Deposits increased $44.9 million for the quarter.  Core deposits (checking,
     money  market,  and  passbook)  increased  $29.8  million and  certificates
     increased by $15.2 million.  Much of the increase was  attributable  to the
     opening  of RMB's  14th  banking  office in  Havertown,  PA, as well as the
     continued  focus on  increasing  low cost  commercial  and  retail  deposit
     relationships.

                                       11
<PAGE>

Comparison of Financial Condition at June 30, 2003 from December 31,2003
------------------------------------------------------------------------

Total assets were $913.7 million at June 30, 2003,  representing  an increase of
$56.2  million  from the balance of $857.4  million at December  31,  2002.  The
Company  previously  reported  assets of $847.2 million in its earnings  release
dated July 17,  2003 which did not  include  the trade  date  purchase  of $66.5
million of mortgage-backed  securities and the corresponding  payable to brokers
and dealers.

Trading   securities   decreased  $31.9  million,   which  also  resulted  in  a
corresponding decrease in the payable to brokers and dealers.

Mortgage-backed  securities decreased $27.0 million, primarily due to repayments
of $91.7  million  and sales of $67.9  million,  offset by  purchases  of $191.5
million.

Loans receivable  increased $20.1 million, or 6.7% to $320.0 million at June 30,
2003 from $300.0  million at December 31, 2002.  The increase was  primarily the
result of $105.9  million in loan  originations  and loan  purchases,  offset by
principal  repayments of $85.0 million,  One-to-four  family  residential  loans
decreased  $11.3 million,  or 9.0% while  commercial  real estate and commercial
loans  increased  $23.7  million,  or 19.8%  and home  equity  loans  and  lines
increased $5.9 million, or 20.7%.

Deposits increased $57.1 million,  or 11.6 %, to $550.0 million at June 30, 2003
from $492.9  million at December 31, 2002.  Checking  accounts  increased  $25.4
million  or 27.7%,  money  market  accounts  increased  $4.0  million,  or 9.1%,
passbook  accounts  increased  $6.1 million,  or 4.9% and  certificate  accounts
increased $21.6 million, or 9.3%.

FHLB advances  decreased  $34.0 million to $186.9  million at June 30, 2003 from
$220.9  million at December 31, 2002.  The decrease was due to the  repayment of
overnight borrowings.

Total  stockholders'  equity decreased $79,000 to $76.3 million at June 30, 2003
from  $76.4  million at  December  31,  2002,  primarily  due to a  decrease  in
accumulated other comprehensive income of $1.3 million, treasury stock purchases
of  $634,000  and by  dividends  paid of  $906,000  offset by net income of $2.4
million.  Because of interest rate  changes,  the  Company's  accumulated  other
comprehensive income (loss) may fluctuate for each interim and year-end period.

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

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

                                                   At                  At
                                              June 30, 2003    December 31, 2002
                                              -------------    -----------------
                                                   (Dollars in Thousands)

Total non-performing loans (1)..............    $  912             $  506
Real estate owned...........................     1,459              1,717
                                                ------             ------
Total non-performing assets.................    $2,371             $2,223
                                                ======             ======

Total non-performing loans to
total loans.................................      0.28%              0.17%

Total non-performing assets to
total assets................................      0.26%              0.26%

Allowance for loan loss.....................    $2,927             $2,209

Allowance for loan losses as a percentage
of total non-performing assets..............    123.40%             99.37%

Allowance for loan losses as a percentage
of total non-performing loans...............    320.94%            437.00%

Allowance for loan losses as a percentage
of total average loans......................      0.93%              0.78%

--------------
(1)  Non-performing  loans exclude loans restructured and performing under their
     modified terms. Such loans totaled $1,978 and $0 for the periods ended June
     30, 2003 and December 31, 2002, respectively.

                                       12
<PAGE>

Comparison of Operations for the  Three-Month  and Six-Month
Periods Ended June 30, 2003 and 2002
------------------------------------------------------------

Net income for the quarter ended June 30, 2003 decreased  $285,000 or 21.7% from
the quarter  ended June 30,  2002.  Net income for the six months ended June 30,
2003 decreased $45,000 or 1.8% from the six months ended June 30, 2002.

Net interest  income for the quarter ended June 30, 2003  decreased  $177,000 or
3.6% from the  quarter  ended June 30,  2002.  Net  interest  income for the six
months ended June 30, 2003 increased  $184,000 or 1.9% from the six months ended
June 30, 2002.

Interest  income for the quarter ended June 30, 2003 decreased  $516,000 or 4.8%
over the quarter ended June 30, 2002, primarily due to a decrease in the average
yield on  interest-earning  assets of 82 basis  points,  partially  offset by an
increase  in the  average  balance of $72.8  million.  Interest  expense for the
quarter  ended June 30, 2003  decreased  $339,000 or 5.7% from the quarter ended
June 30, 2002 due to a decrease in the average cost of funds on interest-bearing
liabilities of 63 basis points,  partially  offset by an increase in the average
balance of $74.4 million.

Interest  income for the six months  ended June 30, 2003  decreased  $422,000 or
2.0% from the six months ended June 30, 2002, primarily due to a decrease in the
average yield on interest-earning assets of 80 basis points, partially offset by
an increase in the average  balance of $86.8 million.  Interest  expense for the
six months  ended June 30, 2003  decreased  $606,000 or 5.2% from the six months
ended  June  30,  2002  due to a  decrease  in the  average  cost  of  funds  on
interest-bearing liabilities of 66 basis points, partially offset by an increase
in the average balance of $89.4 million.

The provision for loan losses for the quarter and six months ended June 30, 2003
increased $120,000 and $367,000,  respectively,  over the quarter and six months
ended June 30, 2002. The Company's  allowance for loan losses as a percentage of
loans was .91% at June 30, 2003 versus .70% at June 30, 2002.  Loans  classified
substandard were $2.9 million at June 30, 2003 versus $464,000 at June 30, 2002.

Non-interest  income for the quarter ended June 30, 2003 increased $493,000 over
the quarter ended June 30, 2002 primarily due to gains on the sale of securities
offset by a decrease  in  trading  revenues  at TGH  Securities,  the  Company's
wholly-owned subsidiary.  The decrease in trading revenues is a direct result of
a reduction in trading activity due to the current interest rate environment.

Non-interest  income  for the six  months  ended June 30,  2003  increased  $1.0
million  over the six months ended June 30, 2002  primarily  due to gains on the
sale of securities.

Non-interest  expense for the quarter ended June 30, 2003 increased  $532,000 or
13.3% over the quarter  ended June 30, 2002 due mainly to increases in occupancy
and  equipment  costs and other  operating  expenses of $103,000  and  $351,000,
respectively.  Such costs represent  increases in maintenance  and  depreciation
expense and other operating expenses  including  telephone,  security,  postage,
supplies and information technology-related expenses.

Non-interest  expense for the six months ended June 30, 2003 increased  $828,000
or 10.6% over the six  months  ended June 30,  2002 due mainly to  increases  in
salaries  and  employee  benefits,  occupancy  and  equipment  costs,  and other
operating  expenses  of  $176,000,  $191,000  and  $400,000,  respectively.  The
increase in  salaries  and  employee  benefits is due  primarily  to  additional
personnel and normal salary  increases  offset by a decrease in compensation for
TGH  Securities,  which is  directly  related  to the  decrease  in its  trading
revenues.  The increase in occupancy and equipment  costs is due to increases in
maintenance and depreciation expense. The increase in other operating expense is
due to increases in operating expenses including telephone,  security,  postage,
supplies and information technology-related expenses.

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

The  following  is a  summary  of those  accounting  policies  that the  Company
considers to be critical as they require  management's most difficult  judgments
as a result of the need to make estimates  about the effects of matters that are
inherently uncertain.

Allowance for Loan Losses- the allowance for loan losses represents management's
estimate of probable losses based on information available as of the date of the
financial  statements.  The allowance  for loan losses is based on  management's
evaluation of the collectibility of the loan portfolio, including past loan loss
experience,  known and inherent  losses,  information  about  specific  borrower
situations and estimated collateral values, and economic conditions.

The Company's allowance review procedures consist of the following:

                                       13

<PAGE>


     -    Identifying  large balance loans for individual review under Statement
          of Financial  Accounting  Standards No. 114,  "Accounting by Creditors
          for Impairment of a Loan". In general,  these consist of large balance
          commercial loans and commercial mortgages (Statement 114 loans).

     -    Calculating the estimated fair value,  using observable market prices,
          discounted  cash flows or the value of the  underlying  collateral for
          Statement 114 loans which are  determined to be impaired as defined by
          Statement 114.

     -    Classifying all non-impaired  large balance loans based on credit risk
          ratings  and   allocating  an  allowance  for  loan  losses  based  on
          appropriate factors, including recent loss history for similar loans.

     -    Identifying  all  smaller  balance  homogeneous  loans for  evaluation
          collectively under the provisions of Statement of Financial Accounting
          Standards No. 5,  "Accounting for  Contingencies".  In general,  these
          loans  include  residential  mortgages,  consumer  loans,  installment
          loans,  smaller  balance  commercial  loans  and  mortgages  and lease
          receivables

     -    Reviewing  the results to  determine  the  appropriate  balance of the
          allowance for loan losses. This review gives additional  consideration
          to factors such as the mix of loans in the  portfolio,  the balance of
          the  allowance  relative  to total  loans and  non-performing  assets,
          trends  in the  overall  risk  profile  of the  portfolio,  trends  in
          delinquencies  and non-accrual  loans and local and national  economic
          conditions.

Goodwill - With the adoption of Statement of Financial Accounting  Standards 142
and 147, effective January 1, 2002 the Company ceased  amortization of goodwill.
The recorded  goodwill is subject to  impairment  testing to  determine  whether
write-downs of the recorded balances are necessary. Such testing is based upon a
number of factors,  which are based upon  assumptions and management  judgments.
These factors include among other things,  future growth rates,  discount rates,
and earnings capitalization rates.

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

On June 30, 2003, the Bank was in compliance with its three  regulatory  capital
requirements as follows:

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

Tangible capital..........................     $55,496        6.9%
Tangible capital requirement..............      12,123        1.5%
                                               -------       ----
Excess over requirement...................     $43,373        5.4%
                                               =======       ====

Core capital..............................     $55,496        6.9%
Core capital requirement..................      32,368        4.0%
                                               -------       ----
Excess over requirement...................     $23,128        2.9%
                                               =======       ====

Risk based capital........................     $58,424       13.5%
Risk based capital requirement............      34,527        8.0%
                                               -------       ----
Excess over requirement...................     $23,897        5.5%
                                               =======       ====

The Company's  primary sources of funds are deposits,  borrowings,  and proceeds
from principal and interest  payments on loans,  mortgage-backed  securities and
other  investments.  While  maturities and scheduled  amortization  of loans and
mortgage-backed  securities are a predictable source of funds, deposit flows and
mortgage prepayments are greatly influenced by general interest rates,  economic
conditions,  competition  and the  consolidation  of the  financial  institution
industry.

The primary  investment  activity of the Company is the origination and purchase
of mortgage loans, mortgage-backed securities and other investments.  During the
six  months  ended June 30,  2003,  the  Company  originated  $101.8  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
loans and mortgage-backed securities totaled $129.1 million during the six-month
period ended June 30, 2003. Other investment  activities  include  investment in
U.S. government and federal agency obligations, municipal bonds, debt and equity
investments in financial  services firms, FHLB of Pittsburgh  stock,  commercial
and consumer loans.

The Company's  most liquid assets are cash and cash  equivalents,  which include
investments in highly liquid, short-term investments.  The level of these assets
is dependent on the Company's  operating,  financing  and  investing  activities

                                       14

<PAGE>

during any given period.  At June 30, 2003,  cash and cash  equivalents  totaled
$66.3 million. The Bank's liquidity ratio was 13.2% at June 30, 2003.

The Company  anticipates  that it will have sufficient funds available and $66.0
million in  commitments  to  purchase  mortgage  backed  securities  to meet its
current  commitments.  As of June 30,  2003,  the Company  had $22.7  million in
commitments  to fund loans.  Certificates  of deposit,  which were  scheduled to
mature  in one  year or  less,  as of June  30,  2003  totaled  $144.1  million.
Management believes that a significant portion of such deposits will remain with
the Company.

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

<TABLE>
<CAPTION>
                                                   For the              For the
                                               Three Months Ended    Six Months Ended
                                                    June 30,             June 30,
                                               -----------------     ------------------
                                                2003(1)  2002(1)     2003(1)    2002(1)
                                                -------  -------     -------    -------
<S>                                           <C>      <C>          <C>       <C>

Return on average assets                          .49%     .70%         .58%      .66%
Return on average equity                         5.36%    6.12%        6.24%     5.67%
Yield on average interest-earning assets         5.32%    6.14%        5.48%     6.28%
Cost of average interest-bearing liabilities     3.03%    3.66%        3.05%     3.71%
Interest rate spread (2)                         2.29%    2.48%        2.43%     2.56%
Net interest margin (3)                          2.53%    2.82%        2.66%     2.91%
</TABLE>

<TABLE>
<CAPTION>
                                                At June 30, 2003    At December 31, 2002
                                                ----------------    --------------------
<S>                                               <C>                 <C>
Tangible book value per share (4)                     $13.14              $13.07
</TABLE>

--------------
(1)  The ratios for the three and six month  periods are  annualized  and yields
     were adjusted for the effects of tax-free  investments  using the statutory
     tax rate.
(2)  Interest rate spread represents the difference between the average yield on
     interest-earning   assets  and  the   average   cost  of   interest-bearing
     liabilities.
(3)  Net  interest  margin  represents  net interest  income as a percentage  of
     average interest-earning assets.
(4)  Tangible book value per share represents stockholders' equity less goodwill
     divided by the number of shares issued and outstanding.


Quantitative and Qualitative Disclosures about Market Risk
----------------------------------------------------------

Qualitative  Analysis.  There have been no material changes from the Qualitative
Analysis  information  regarding  market risk  disclosed  under the heading "Net
Portfolio  Value" in the  Company's  Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations  included in the annual report on
Form 10-K for the year ended December 31, 2002.

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

Since the NPV  Model  measures  exposure  to  interest  rate risk of the Bank to
assure capital  adequacy for the protection of the  depositors,  only the Bank's
financial  information is used for the model.  However,  the Bank is the primary
subsidiary  and most  significant  asset of the Company,  therefore  the OTS NPV
model provides a reliable basis upon which to perform the quantitative analysis.
The  following  table  presents the Bank's NPV as of June 30, 2003.  The NPV was
calculated by the OTS, based on information provided by the Bank.

                                       15
<PAGE>
<TABLE>
<CAPTION>
                                                                   Net Portfolio Value
                       Net Portfolio Value                           As a % of Assets
                   ----------------------------              ---------------------------------
Change in Rates                                              Net Portfolio
In Basis Points    Dollar Amount  Dollar Change    % Change   Value Ratio   Basis Point Change
---------------    -------------  -------------    --------  -------------  ------------------
<S>                 <C>          <C>              <C>        <C>               <C>

     300               $21,333      $ (34,496)       (62%)      2.67%             (392)
     200                36,068        (19,761)       (35%)      4.41%             (218)
     100                48,464         (7,365)       (13%)      5.81%              (78)
       0                55,829              -          -        6.59%              ----
    (100)               54,717         (1,112)        (2%)      6.40%              (19)
    (200)                  *              *            *          *                  *
    (300)                  *              *            *          *                  *

</TABLE>

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


Controls and Procedures
-----------------------

     a)  Evaluation  of  disclosure  controls  and  procedures.  Based  on their
evaluation of the Company's  disclosure  controls and  procedures (as defined in
Rule 13a-15(e) under the Securities  Exchange Act of 1934 (the "Exchange Act")),
the Company's  principal  executive officer and principal financial officer have
concluded that as of the end of the period  covered by this Quarterly  Report on
Form 10-Q such  disclosure  controls and procedures are effective to ensure that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms.

     b) Changes in internal control over financial reporting. During the quarter
under  report,  there was no  change  in the  Company's  internal  control  over
financial  reporting that has materially  affected,  or is reasonably  likely to
materially affect, the Company's internal control over financial reporting.


                                       16


<PAGE>



                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES
                                     PART II


ITEM 1. LEGAL PROCEEDINGS

The Company is a party to routine legal  proceedings  in the ordinary  course of
business,  such  as  claims  to  enforce  liens,   condemnation  proceedings  on
properties in which the Company holds a security interest,  claims involving the
making and servicing of real property  loans,  and other issues  incident to the
business of the Company.  In the Company's  opinion,  such  lawsuits  pending or
known to be  contemplated  against  the  Company at June 30,  2003 would have no
material effect on the operations or income of the Company or the Bank, taken as
a whole.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4 OTHER INFORMATION

None.

ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K

     a)   The following Exhibits are filed as part of this report:

          3(i)  Articles of Incorporation****
          3(ii) Amended Bylaws*****
          4.1   Shareholder Rights Plan**
          10.1  1992 Stock Option Plan of  Roxborough-Manayunk  Federal  Savings
                Bank*
          10.2  1992 Management Stock Bonus Plan of Roxborough-Manayunk Bank*
          10.3  1994 Stock Option Plan of Roxborough-Manayunk Bank*
          10.4  1994 Management Stock Bonus Plan of Roxborough-Manayunk Bank*
          10.5  Employment Agreement with John F. McGill, Jr.****
          10.6  Employment Agreement with Jerry Naessens*
          10.7  1999 Stock Option Plan ***
          10.8  1999 Restricted Stock Plan***
          10.9  Consulting Agreement with Jerry Naessens******
          10.10 Amended  Non-Qualified  Retirement  and Death Benefit with Jerry
                Naessens******
          10.11 Split Dollar Life Insurance Agreement with Jerry Naessens******
          31    Certification Pursuant to Rule 13a - 14 (a)
          32    Certification  Pursuant  to 18 U.S.C. Section  1350,  as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     b)   Reports on Form 8-K

          On July 22, 2003 the Company  filed a Form 8-K (Items 7 and 9),  which
          included the Company's  first-quarter  2003 press release,  dated July
          17, 2003.

--------------
*     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. (File No. 000-24353)
****  Incorporated by reference to the identically numbered exhibits to the Form
      10-K for the year ended  December 31, 1999 filed on March 30, 2000.  (File
      No. 000-24353)
***** Incorporated by reference to the identically  numbered exhibit to the Form
      10-K for the year ended  December 31, 2001 filed on March 12, 2002.  (File
      No. 000-24353)
******Incorporated  by reference to the  identically  numbered  exhibits to  the
      Form 10-K for the year ended  December  31,  2002 filed on March 19, 2003.
      (File No. 000-24353)


                                       17

<PAGE>


                  THISTLE GROUP HOLDINGS, CO. AND SUBSIDIARIES

                                   SIGNATURES

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

                                             THISTLE GROUP HOLDINGS, CO.



Date: August 13, 2003                        By:  /s/ John F. McGill, Jr.
                                                  ------------------------------
                                                  John F. McGill, Jr.
                                                  Chief Executive Officer
                                                  (Principal Executive Officer)



Date: August 13, 2003                        By:  /s/ Pamela M. Cyr
                                                  ------------------------------
                                                  Pamela M. Cyr
                                                  Chief Financial Officer
                                                  (Principal Financial Officer)



                                       18