Thistle Group Holdings, Co. 1ST QUARTER 2001 Report to Shareholders


LETTER TO SHAREHOLDERS

We are pleased to provide you with the  following  update on your  investment in
Thistle Group Holdings,  Co. and its principal  subsidiary  Roxborough  Manayunk
Bank (RMB).

Our First Quarter Results

Net income for the  quarter  was  $976,000 or $.15  diluted  earnings  per share
versus $1.3  million or $.18  diluted  earnings per share for the same period of
the prior year. The current quarter includes a $246,000 12-month  operating loss
in a subsidiary's  investment in small business  investment  companies  (SBICs).
SBICs  typically  operate at a loss  during the first few years as they fund new
investments.  In addition,  the prior year's  quarter  contained a  nonrecurring
$173,000 gain on the sale of mortgage-backed securities.

Net interest income  increased 18% from $3.8 million in the prior year's quarter
to $4.5  million in the  current  quarter.  Interest  income on loans grew by an
impressive  40% as outstanding  loan balances  increased  $50.1  million.  Other
income (net of the SBIC loss and  mortgage-backed  securities  gain),  increased
311%  primarily as a result of the operations of our  broker/dealer  subsidiary,
TGH Securities,  and an increasing deposit base. Expenses increased due to costs
associated  with  expanding  the  franchise  and better  positioning  RMB as the
community banking alternative in the Greater-Philadelphia region.

A More Valuable Franchise

We have  accomplished  a key  strategic  objective  in  establishing  a  broader
foundation and a more-balanced banking franchise.  Our franchise can now compete
with  anyone  in our  market  area.  In fact,  RMB is the only  publicly  traded
Philadelphia-based   bank   providing   retail   financial   services   to   the
Greater-Philadelphia  region. Our product and service line, which we continually
enhance,  is now at parity or better than any other bank  competing  in our five
county market area.

Our  network of Banking  Offices  enables  us,  even in the midst of an economic
slowdown,  to increase our market  share.  Our capacity to collect  deposits and
generate loans now spans an 11-branch  organization  that is still  growing.  We
will open two new Banking  Offices by the end of 2001 and will continue to grow,
conscious of expense risk and capital and earnings support.  As consolidation in
the industry  displaces  more and more banking  customers in our region,  we are
committed  to  capitalizing  on the  opportunities  before us to promote the RMB
brand and gain new banking relationships.

The  momentum  with which our  lending  group is  originating  quality  loans is
outstanding,  with net loans up $11.9 million or 5.5% from the previous quarter.
Our commercial lending team, in particular, is generating a balanced mix of loan
types to a seasoned client base. Commercial loans now represent 41% of our total
loans  versus  31% in the same  period  of the  prior  year.  In  addition,  our
experienced credit  administration team ensures that our asset quality remains a
primary focus. We are also successfully  establishing deposit relationships with
our borrowers,  a task supported by our new commercial products and new business
development personnel.

Today,  shareholders  have a much stronger  franchise than they did at this time
last  year.  The  RMB  brand  is  taking  hold  in  communities  throughout  the
Greater-Philadelphia region.



Building Shareholder Value

Going  forward,  we  expect  to  see  the  benefits  of a  lower  interest  rate
environment.   We   anticipate   that  lower   rates  will   generally   benefit
liability-sensitive balance sheets like ours. At the same time, this environment
will also allow us to  actively  manage  our  securities  portfolio  with an eye
toward removing as much interest rate sensitivity as the market will allow.

We maintain that quality  earnings are the primary  driver of a company's  value
over time.  By executing our plan of  collecting  core  deposits and  generating
loans we will seek to promote  earnings  growth  while we maintain and protect a
strengthened  book  value.  Like this time last  year,  THTL  stock  trades at a
substantial  discount to tangible book value again giving us the  opportunity to
repurchase company stock at very favorable levels.

Thank you for your continued support.

Sincerely,

/s/John F. McGill, Jr.
- ----------------------

John F. McGill, Jr.

Chairman and Chief Executive Officer



For further  information  regarding the results of our first quarter ended March
31, 2001 please refer to our Form 10Q which is available at http://www.sec.gov

Statements  contained  in  this  report  which  are  not  historical  facts  are
forward-looking  statements  as that term is defined in the  Private  Securities
Litigation  Reform Act of 1995. Such  forward-looking  statements are subject to
risks and  uncertainties  which could cause actual results to differ  materially
from those currently anticipated due to a number of factors,  which include, but
are not limited to, factors discussed in documents filed by the Company with the
Securities and Exchange Commission from time to time.


                           THISTLE GROUP HOLDINGS, CO.

                   CONDENSED STATEMENTS OF FINANCIAL CONDITION
                                  (UNAUDITED)
                                 (IN THOUSANDS)


                                                        March 31, 2001   December 31, 2000
                                                        --------------   -----------------
                                                                     
ASSETS
Cash and cash equivalents                                  $ 28,874           $ 20,320
Investments available for sale                              118,236            128,198
Mortgage-backed securities available for sale               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            219,360
Other assets                                                 45,021             45,398
                                                           --------           --------
    TOTAL ASSETS                                           $711,476           $700,180
                                                           ========           ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Deposits                                                   $407,142           $406,684
Borrowings                                                  196,884            171,884
Other liabilities                                            19,858             38,554
                                                           --------           --------
    TOTAL LIABILITIES                                       623,884            617,122
                                                           --------           --------
Stockholders' Equity:                                        87,592             83,058
                                                           --------           --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                       $711,476           $700,180
                                                           ========           ========


                             SELECTED FINANCIAL DATA


                                                     For the Three Months Ended March 31,
                                                     ------------------------------------
                                                               2001          2000
                                                                  
OPERATING RESULTS:
Net interest income                                         $  4,495      $  3,817
Net income                                                       976         1,305

PER SHARE DATA:
Basic earnings per share                                    $   0.15      $   0.18
Diluted earnings per share                                      0.15          0.18
Dividends                                                       0.07          0.06
Tangible  Book Value                                           11.27          9.99

SELECTED RATIOS:
Return on average assets                                        0.57%         0.92%
Return on average equity                                        4.50          7.14
Non-performing assets as a percentage of assets                 0.03          0.07
Net interest margin                                             2.76          2.81




                           THISTLE GROUP HOLDINGS, CO.

                         CONDENSED STATEMENTS OF INCOME

                                 (IN THOUSANDS)

                                   (Unaudited)


                                                    For the Three Months Ended March 31,
                                                    ------------------------------------
                                                             2001         2000
                                                              
Interest Income                                          $   11,650   $    9,547
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                                                    432          338
Other expense                                                 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                                 $     0.15   $     0.18
Diluted earnings per share                               $     0.15   $     0.18

Weighted average shares outstanding - basic               6,552,248    7,071,192
Weighted average shares outstanding - diluted             6,599,527    7,102,610


HEADQUARTERS
- ------------

Thistle Group Holdings, Co.
6060 Ridge Avenue
Philadelphia, Pennsylvania 19128

RMB BANKING OFFICE LOCATIONS
- ----------------------------

Main Office: 6060 Ridge Avenue, Philadelphia, PA 19128
Andorra: 8345 Ridge Avenue, Philadelphia, PA 19128
Lionville: 50 East Uwchlan Avenue,Lionville, PA 19341
Manayunk: 4370 Main Street, Philadelphia, PA 19127
Media: 119 West State Street, Media, PA 19063
Overbrook: 6503-15 Haverford Ave., Philadelphia, PA 19151
Roxborough: 7568 Ridge Avenue, Philadelphia, PA 19128
West Chester: 33 West Gay Street, West Chester, PA 19382
Westtown: Rt. 3 & Rt. 352, West Chester, PA 19380
Wilmington, DE: 400 Delaware Avenue, Wilmington, DE 19801
Yeadon: 1024 Church Lane, Yeadon, PA 19050
www.RMBgo.com

STOCK LISTING
- -------------

Shares of Thistle Group Holdings, Co.'s common stock are traded on The Nasdaq
Stock MarketTM under the symbol THTL.


TRANSFER AGENT AND REGISTRAR
- ----------------------------

Registrar and Transfer Company
10 Commerce Street
Cranford, New Jersey 07016

CONTACTS
- --------

Analysts, investors, news media representatives and others seeking financial and
general information should contact:

John F. McGill, Jr., Chairman and Chief Executive Officer
or Pam Cyr, Director of Investor Relations
at (215) 483-2800