As filed with the Securities and Exchange Commission on November 20, 1998.
                                           Registration No. 333-_____________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           Thistle Group Holdings, Co.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

Pennsylvania                                                          23-2960768
------------                                                          ----------

(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)

                                6060 Ridge Avenue
                        Philadelphia, Pennsylvania 19128
                                 (215) 483-2800
                    (Address of principal executive offices)

               Thistle Group Holdings, Co. 1992 Stock Option Plan
               Thistle Group Holdings, Co. 1994 Stock Option Plan
               --------------------------------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                               Ruel B. Pile, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            (Name, address and telephone number of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================
Title of                                 Proposed            Proposed         Amount of
Securities to        Amount to       Maximum Offering    Maximum Offering    Registration
be Registered      be Registered      Price Per Unit         Price (2)         Fee (2)
-------------      -------------      --------------        -----------       --------
<S>                <C>                    <C>               <C>               <C>    
Common Stock                       
$.10 par value      222,064(1)             $(2)              $429,722          $126.77
==========================================================================================
</TABLE>
(1)      The maximum  number of shares of common stock issuable upon exercise of
         options granted or to be granted under the Thistle Group Holdings,  Co.
         1992 Stock Option Plan and the Thistle Group  Holdings,  Co. 1994 Stock
         Option Plan consists of 222,064 shares which are being registered under
         this  Registration  Statement and for which a registration fee is being
         paid.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be  exercised.  A total of  222,064  shares  are  being  registered
         hereby,  of which 111,032  shares are under option at an exercise price
         of $1.80 per share  ($199,858 in the  aggregate) and 111,028 shares are
         under option at an exercise  price of $2.07 per share  ($229,828 in the
         aggregate). The remaining 4 shares are not currently subject to options
         and are being  registered  based upon the  closing  price of the common
         stock of  Thistle  Group  Holdings,  Co. as  reported  on Nasdaq NMS on
         November 10, 1998, of $9.00 per share ($36 in the aggregate).

         Under Rule 462 of the 1933 Act, the Registration  Statement on Form S-8
         shall be effective upon filing with the Commission.


<PAGE>

** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**

PROSPECTUS
----------

                                 222,064 Shares
   
                                 --------------

                           THISTLE GROUP HOLDINGS, CO.
                                  COMMON STOCK
                           (Par Value $.10 Per Share)

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

               THISTLE GROUP HOLDINGS, CO. 1992 STOCK OPTION PLAN
               THISTLE GROUP HOLDINGS, CO. 1994 STOCK OPTION PLAN

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

         This  Prospectus  relates to 222,064 shares of common stock,  par value
$.10 per share  (the  "Common  Stock"),  of Thistle  Group  Holdings,  Co.  (the
"Company"),  a  Pennsylvania  corporation  which is the parent  savings and loan
holding company of  Roxborough-Manayunk  Bank (the "Bank"),  which may be issued
from time to time by the Company to holders of options  granted or to be granted
by the Company to selected officers, directors, key employees, and other persons
of the Company and any  subsidiary of the Company  pursuant to the Thistle Group
Holdings,  Co. 1992 Stock Option Plan (the "1992  Option  Plan") and the Thistle
Group   Holdings,   Co.  1994  Stock  Option  Plan  (the  "1994  Option  Plan").
Collectively,  the 1992 Option  Plan and the 1994  Option  Plan are  referred to
herein as the Option  Plans.  Holders of options  granted or to be granted under
the Option Plans (the  "Options")  are referred to herein as  "Optionees."  Each
offer made under the Option  Plans  pursuant to this  Prospectus  is made at the
price and on the terms and conditions  contained in the individual  stock option
agreements entered into between the Company and each Optionee.

         This  Prospectus  is for use as of the date  hereof  and in  subsequent
years.  Information which is likely to change from year to year will be included
in appendices to this Prospectus.

         The   issued   and   outstanding   Common   Stock  is   traded  in  the
over-the-counter   market,   and  transactions  are  reported  on  the  National
Association of Securities  Dealers,  Inc. Automated  Quotation System ("NASDAQ")
National Market System under the symbol "THTL." Shares of Common Stock which may
be issued  upon  exercise of options  granted or to be granted  under the Option
Plans, will also be traded in over-the-counter  market. On November 10, 1998 the
last reported sales price of the Common Stock in the NASDAQ System was $9.00 per
share.

--------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.                                      
--------------------------------------------------------------------------------
                The date of this Prospectus is November 20, 1998


<PAGE>



         No person has been  authorized to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.




<PAGE>



                                TABLE OF CONTENTS

               Thistle Group Holdings, Co. 1992 Stock Option Plan
           and the Thistle Group Holdings, Co. 1994 Stock Option Plan

                                                         Page
                                                         ----

General Information on the Option Plans....................1

Administration.............................................2

Purpose....................................................2

Securities to be Offered...................................2

Eligibility to Participate in the Option Plans.............3

Purchases of Securities Pursuant to the Option Plans
 and Payment for Securities Offered........................3

  Stock Option Agreements..................................3
  Option Price.............................................3
  Limitations on Grant of Options..........................4
  Option Period............................................4
  Non-transferability......................................4
  Conditions of Exercise...................................4
  Payment for Options......................................4
  Cashless Exercise........................................5
  Issuance of Common Stock.................................5

Recapitalization, Merger, Consolidation, Change in
 Control and Similar Transactions..........................5

Amendment and Termination of the Option Plans..............6

Restrictions on Resale.....................................6

Federal Income Tax Consequences............................7

Annual Report to Shareholders..............................8

Additional Information.....................................8

Legal Opinion..............................................8




<PAGE>



               Thistle Group Holdings, Co. 1992 Stock Option Plan
           and the Thistle Group Holdings, Co. 1994 Stock Option Plan


General Information on the Option Plans

         This Prospectus  relates to 222,064 shares of the common stock ("Common
Stock"),  par  value  $.10 per  share,  of  Thistle  Group  Holdings,  Co.  (the
"Company"),  which will be offered  upon  exercise  of options  granted or to be
granted under the Thistle Group Holdings,  Co. 1992 Stock Option Plan (the "1992
Option  Plan") and the Thistle Group  Holdings,  Co. 1994 Stock Option Plan (the
"1994  Option  Plan").  The  1992  Option  Plan  and the  1994  Option  Plan are
collectively referred to herein as the Option Plans.

         As part  of a  corporate  reorganization  (the  "Reorganization"),  the
Company was formed under the laws of the  Commonwealth of  Pennsylvania  for the
purpose of  becoming a savings  and loan  holding  company and became the parent
corporation  and sole  shareholder of  Roxborough-Manayunk  Bank (the "Bank") in
July of 1998.  Prior to the  Reorganization,  the 1992  Option Plan and the 1994
Option  Plan were known as the  Roxborough-Manayunk  Federal  Savings  Bank 1992
Stock Option Plan and the  Roxborough-Manayunk  Federal  Savings Bank 1994 Stock
Option  Plan,  respectively.  Each of the  Option  Plans  have  been  previously
approved  by the  Bank's  stockholders  and have been  amended  to  reflect  the
Reorganization.

         The 1992 Option Plan is to continue through April 13, 2003 and the 1994
Option Plan is to continue through December 30, 2004,  unless either Option Plan
is otherwise terminated earlier by the Company.

         Pursuant  to the  Option  Plans,  222,064  shares of Common  Stock were
reserved for issuance by the Company upon  exercise of Incentive  Stock  Options
and/or  Non-Incentive  Stock  Options   (collectively   referred  to  herein  as
"Options")  awarded to officers,  directors,  key employees and other persons of
the Company and any parent and subsidiary  corporations.  Options  granted under
the Plan may be either Incentive Stock Options within the meaning of Section 422
of the Internal  Revenue Code of 1986, as amended (the "Code") or options not so
qualifying ("Non-Incentive Stock Option").

         Subject  to  certain  limitations,  no gain or loss is  recognized  for
federal income tax purposes by the recipient of Options (the  "Optionee")  under
the Option  Plans upon the  exercise of an Incentive  Stock  Option,  and no tax
deduction  is  available  to the Company as a result of the  exercise.  Upon the
exercise of a  Non-Incentive  Stock Option,  the Optionee  generally  recognizes
ordinary  income to the  extent  that the  exercise  price is less than the fair
market  value of the  Common  Stock  on the date of  exercise.  The  Company  is
entitled  to a federal  income tax  deduction  equal to the  amount of  ordinary
income recognized by the Optionee at the time of such income recognition.

         The Option Plans are not qualified under Section 401(a) of the Code and
are both exempt from the provisions of the Employee  Retirement  Income Security
Act of 1974, as amended.

         The statements herein concerning the terms and provisions of the Option
Plans are summaries and do not purport to be complete.  All such  statements are
qualified in their entirety by reference to the full text of the Option Plans as
filed as Exhibit 4.1 to the Registration Statement of which this Prospectus is a
part.

                                        1

<PAGE>
         Additional  updating and other  information  with respect to the Option
Plans and the  Common  Stock  offered  hereby may be  provided  in the future to
Optionees by means of one or more  supplements or appendices to this Prospectus.
Additional  information  about the Option Plans  (including a copy of the Option
Plans),  plan  administration,  and the Company may be obtained at the Company's
principal  offices,  which  are  located  at 6060  Ridge  Avenue,  Philadelphia,
Pennsylvania 19128. The Company's telephone number is (215) 483-2800.

Administration

         The Option Plans are administered by a committee of the Company's Board
of Directors (the "Committee"). The Option Plans provide that the Committee will
consist  of not less than  three  non-employee  directors  of the  Company.  The
members of the Committee are appointed by the Board and serve at the pleasure of
the Board. Members of the Committee shall be "disinterested"  within the meaning
of Rule 16b-3  promulgated  under Rule 16(b) of the  Securities  Exchange Act of
1934,  as amended (the "1934  Act").  A majority of the entire  Committee  shall
constitute a quorum,  and the action of a majority of the members present at any
meeting  at  which a quorum  is  present  shall  be  deemed  the  action  of the
Committee.

         Subject to the express  provisions of the Option Plans and  resolutions
adopted by the Board,  the  Committee  has  authority to interpret  the Plan, to
prescribe,  amend, and rescind the rules and regulations  relating to the Option
Plans,  and to determine  the form and content of Options to be issued under the
Option  Plans.  In  addition,  the  Committee  is  authorized  to make all other
determinations  deemed  necessary or  advisable  for the  administration  of the
Option Plans and shall have and may exercise such other power and such authority
as may be  delegated  to it by the  Board  from  time to  time.  All  decisions,
determinations,  and  interpretations  of  the  Committee  shall  be  final  and
conclusive to all persons affected thereby.

         Additional information about the Plan and the Committee may be obtained
from the Company at the address of the Company listed under "General Information
on the Option Plans."

Purpose

         The  purpose of the Option  Plans is to promote  the  interests  of the
Company by attracting and retaining the best  available  personnel for positions
of substantial responsibility to serve as officers, directors, and key employees
of the Company and to provide additional incentive to such officers,  directors,
and key  employees  of the  Company to  promote  the  success  of the  Company's
business.

Securities to be Offered

         The  aggregate  number of shares  of Common  Stock  which may be issued
pursuant to Options  granted or to be granted  under the Option Plans is 222,064
shares,  subject to certain  adjustments for changes in the capital structure of
the  Company,  as  described  below.  Any shares  subject to an Option under the
Option Plans which expire or are terminated  unexercised will again be available
for issuance under the Plan.

                                        2

<PAGE>
Eligibility to Participate in the Option Plans

         Options to purchase  Common Stock under the Option Plans may be awarded
to officers,  directors,  key employees,  and other persons of the Company,  the
Bank,  and any present or future  parent or subsidiary  corporations.  Incentive
Stock Options may only be granted to employees of the Company, the Bank, and any
of their parent or subsidiary corporations.  In selecting participants under the
Option Plans (the "Participants") and in determining the number of Options to be
granted  to each  Participant,  the  Committee  may  consider  the nature of the
services rendered by each Participant,  each Participant's current and potential
contribution  to the Company,  and such other factors as the  Committee,  in its
sole discretion, shall deem relevant.

Purchases of Securities  Pursuant to the Option Plans and Payment for Securities
Offered

         Stock Option Agreements. The Options granted under the Option Plans are
evidenced by stock option agreements (the "Option Agreements")  substantially in
the  form  of the  Option  Agreements  filed  as  exhibits  to the  Registration
Statement of which this  Prospectus is a part.  Each Option  Agreement,  and any
amendment  thereto,  will  contain  terms  and  conditions  consistent  with the
requirements  of the Option Plans as the Committee shall  determine.  The Option
Agreements  shall constitute the only form of reports which  Participants  shall
receive related to the status of Options granted or which are exercisable  under
the Option  Plans.  The Option Plans  provide that the Board of Directors of the
Company may  authorize  the  Committee to direct the  execution of an instrument
providing for the modification of any outstanding Option,  provided that no such
modification,  extension  or renewal  shall  confer on the Optionee any right or
benefit  which could not be conferred by the grant of a new Option at such time,
and shall not  materially  decrease  the  Optionee's  benefits  under the Option
without the  Optionee's  consent,  except as provided  under  Section 18 of both
Option Plans, which permits amendment of the Option Plans.

         Option Price.  The exercise price for the purchase of shares subject to
an Incentive  Stock Option at the date of grant may not be less than 100 percent
(100%) of the fair market  value of the shares  covered by the  Incentive  Stock
Option on that date. If an Optionee owns Common Stock representing more than ten
percent of the outstanding Common Stock at the time an Incentive Stock Option is
granted,  then the Option Price shall not be less than 110 percent (110%) of the
fair market value of the Common Stock at the time the Incentive  Stock Option is
granted. No more than $100,000 of Incentive Stock Options can become exercisable
for the first time in any one year for any one person. Pursuant to the Plan, the
exercise price per share for Non-Incentive  Stock Options shall be such price as
the  Committee  may  determine in its sole  discretion.  The  exercise  price of
Options  must be paid  for in full in cash  or  shares  of  Common  Stock,  or a
combination of both.

         If the Common Stock is listed on a national  securities exchange at the
time of granting an Incentive  Stock Option,  then the exercise  price per share
shall be not less than the average of the highest  and lowest  selling  price on
such exchange on the date such  Incentive  Stock Option is granted;  or if there
were no  sales on said  date,  then the  price  shall be not less  than the mean
between  the bid and asked  price on such date.  If the  Common  Stock is traded
otherwise than on a national  securities exchange at the time of the granting of
an Incentive  Stock Option,  then the exercise price per share shall be not less
than the mean  between the bid and asked price on the date the  Incentive  Stock
Option is granted or, if there is no bid and asked  price on said date,  then on
the  immediately  next business day on which there was a bid and asked price. If
no such bid and asked  price is  available,  then the  exercise  price per share
shall be determined by the Committee.

                                        3

<PAGE>
         Limitations on Grant of Options. Except as may be specifically provided
by the terms of the Option  Plans,  the  granting of Options is made at the sole
discretion of the  Committee.  Further,  the aggregate  Fair Market Value of the
Common Stock for which an employee may be granted  Incentive Stock Options which
become  first  exercisable  in  any  calendar  year  may  not  exceed  $100,000.
Notwithstanding  the  foregoing  limitation,  the Committee may grant Options in
excess of this  limitation,  provided said Options are clearly and  specifically
designated as not being  Incentive  Stock Options,  as defined in Section 422 of
the Code.

         Option Period.  The term of  exercisability  of an Option granted under
the Option Plans shall be established by the Committee,  but may not be for more
than ten years  from the date of grant of the  Option,  except in the case of an
Optionee  who  owns  stock  representing  more  than  10%  of the  Common  Stock
outstanding  at the time an Incentive  Stock Option is granted,  the term of the
Incentive  Stock  Option shall not exceed five years from the date of the grant.
In general,  Options will not be exercisable  after the expiration of their term
as set forth in the Option Plans and/or an Option Agreement.

         In the event that an  Optionee  ceases to serve as an  employee  of the
Company for any reason other than  permanent and total  disability or death,  an
exercisable Incentive Stock Option will generally continue to be exercisable for
three  months but in no event after the  expiration  date of the Option.  In the
event of the permanent and total  disability or death of an Optionee during such
service,  an exercisable  Incentive Stock Option will continue to be exercisable
for one year in the case of  disability  and two years in the case of death,  to
the extent exercisable by the Optionee immediately prior to his or her permanent
and total disability or death, but in no event after the expiration date of such
Options. The terms and conditions of Non-Incentive Stock Options relating to the
impact  of  an  Optionee's  termination  of  employment,   permanent  and  total
disability  or  death  shall  be  such  terms  as the  Committee,  in  its  sole
discretion,  shall  determine at the time of  termination,  unless  specifically
provided  for by the  terms of an Option  Agreement  at the time of grant of the
Option.

         Under the Option Plans, the Committee's determination regarding whether
an Optionee's  employment  has ceased,  and the effective  date thereof shall be
final and conclusive on all persons affected thereby. A total of six months must
elapse between the date of grant of an Option and the date of the sale of Common
Stock received through the exercise of such Option.

     Non-transferability.   No  Option   granted   under  the  Option  Plans  is
transferable other than by will or the laws of descent and distribution.

         Conditions  of  Exercise.  Options  may be  exercised  only  during the
periods  specified  in  the  Option  Plans  or  the  Option  Agreement,  certain
information  as to which is provided  above.  (see "Option  Period").  Except as
described  above  and as may be  limited  by an  Option  Agreement,  there is no
limitation upon the number of Options that may be exercised in any one year, and
Options not exercised in any one year may be exercised in subsequent  years over
the term of the Option. The Committee may impose additional  conditions upon the
rights of an Optionee to exercise any Option which are not inconsistent with the
terms of the Plan, and in the case of Incentive Stock Options,  not inconsistent
with the requirements for qualification under Section 422 of the Code. Incentive
Stock Options will be first exercisable at the rate as specifically set forth in
the Optionee's Option Agreement.

         Payment for  Options.  Under the Option  Plans,  full  payment for each
share of Common Stock purchased upon the exercise of any Option shall be made at
the time of exercise of such Option and shall be paid in cash (in United  States
dollars), Common Stock, or a combination of cash and Common Stock.

                                        4

<PAGE>
Common Stock utilized in full or partial  payment of the exercise price shall be
valued at its fair  market  value at the date of  exercise.  The  Company  shall
accept full or partial  payment in Common Stock only to the extent  permitted by
applicable  law. No shares of Common  Stock shall be issued  until full  payment
therefore  has been received by the Company,  and no Optionee  shall have any of
the rights of a shareholder  of the Company until the shares of Common Stock are
issued to him or her.

         Cashless Exercise.  An Optionee who has held an Option for at least six
months  may  engage in the  "cashless  exercise"  of the  Option.  In a cashless
exercise,  an Optionee  gives the Company  written notice of the exercise of the
Option together with an order to a registered  broker-dealer or equivalent third
party,  to sell part or all of the Optioned  Stock and to deliver  enough of the
proceeds to the Company to pay the Option price and any  applicable  withholding
taxes.  If the Optionee  does not sell the Optioned  Stock  through a registered
broker-dealer  or equivalent third party, he can give the Company written notice
of the  exercise of the Option and the third  party  purchaser  of the  Optioned
Stock shall pay the Option exercise price plus any applicable  withholding taxes
to the Company.

         Issuance of Common Stock.  Shares issued to Optionees  upon exercise of
Options may be either  authorized  but unissued  shares or treasury  shares.  In
either case, the Optionee shall not pay any fees, commissions,  or other charges
for such  Common  Stock  other than the  exercise  price as stated in the Option
Agreement.  Cash proceeds  from the sale of Common Stock issued  pursuant to the
exercise of Options will be added to the general funds of the Company to be used
for general corporate purposes.  Shares of Common Stock shall not be issued with
respect to any Option  granted  under the Option  Plans  unless the issuance and
delivery of such Common Stock shall comply with all relevant  provisions of law,
including, without limitation, the Securities Act of 1933, as amended (the "1933
Act"), the rules and regulations  promulgated  thereunder,  any applicable state
securities law, and the requirements of any stock exchange upon which the Common
Stock may then be listed.

         Inability of the Company to obtain approval from any regulatory body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock. As
a condition  to the  exercise  of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

Recapitalization, Merger, Consolidation, Change in Control, and
Similar Transactions

         Subject to any  required  action by the  shareholders  of the  Company,
within the sole discretion of the Committee,  the aggregate  number of shares of
Common Stock for which Options may be granted under the Option Plans, the number
of shares of Common Stock  covered by each  outstanding  Option and the exercise
price per share of Common Stock of each Option shall be proportionately adjusted
for any increase or decrease in the number of issued and  outstanding  shares of
Common Stock  resulting  from a subdivision  or  consolidation  of shares or the
payment  of a stock  dividend  on the  Common  Stock or any  other  increase  or
decrease in the number of such shares of Common Stock effected without a receipt
of  consideration  by the  Company  (other  than by  shares  held by  dissenting
stockholders).

         In the  event  of any  change  in  control,  recapitalization,  merger,
consolidation,  exchange  of shares,  spin-off,  reorganization,  tender  offer,
liquidation, or other extraordinary corporate action, the Committee, in its sole
discretion,  shall  have the power,  prior to or  subsequent  to such  action or
events, to (i)

                                        5

<PAGE>
appropriately  adjust  the  number of shares of  Common  Stock  subject  to each
Option,  the exercise price per share of Common Stock, and the  consideration to
be  given or  received  by the  Company  upon the  exercise  of any  outstanding
Options;  (ii) cancel any or all  previously  granted  Options,  providing  that
appropriate  consideration  is paid to the  Optionee  in  connection  therewith;
and/or  (iii) make such other  adjustments  in  connection  with the Plan as the
Committee, in its sole discretion, deems necessary,  desirable,  appropriate, or
advisable.  However,  no action may be taken by the Committee  which would cause
Incentive  Stock  Options  granted  pursuant  to the  Plan to  fail to meet  the
requirements of Section 422 of the Code.

         The  Committee  has at all times the power to  accelerate  the exercise
date of all Options granted under the Option Plans. In the case of any change in
control of the  Company or  imminent  change in  control  as  determined  by the
Committee,  all  outstanding  options shall become  immediately  exercisable.  A
change in control is defined in both the Option  Plans as: (i) the  execution of
an agreement  for the sale of all, or a material  portion,  of the assets of the
Company  or  the  Bank;  (ii)  the  execution  of an  agreement  for  merger  or
recapitalization  whereby the Company or the Bank is not the  surviving  entity;
(iii) a change of  control  of the  Company  or the  Savings  Bank as  otherwise
defined by the Office of Thrift Supervision ("OTS") or its regulations;  or (iv)
the acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of Section 13(d) of the 1934 Act and rules and  regulations  promulgated
thereunder) of 25% or more of the outstanding  voting  securities of the Company
or the Bank by any person, trust, entity or group.

         An  "imminent  change in control" is defined in the Option Plans as any
offer or  announcement,  written or oral,  by any person or persons  acting as a
group, to acquire control of the Company or the Bank. The  determination  of the
Committee  as to whether a change in control or  imminent  change in control has
occurred shall be conclusive and binding.

Amendment and Termination of the Option Plans

         The Board of Directors may alter,  suspend,  or discontinue  the Option
Plans,  except that no action of the Board may  increase  the maximum  number of
shares permitted to be optioned under the Option Plans,  materially increase the
benefits  accruing to Participants  or materially  modify the  requirements  for
eligibility  for  participation  in the Option  Plans  unless such action of the
Board shall be subject to approval or  ratification  by the  shareholders of the
Company.

Restrictions on Resale

         Unless  specifically  included as a term and  condition  of any Option,
there  are no  restrictions  on the  resale of Common  Stock  acquired  upon the
exercise of  Options.  The Option  Plans  permit the  Committee  to provide as a
condition  to the  exercise  of an  Option  that the  shares  acquired  upon the
exercise  of such  Options  may be  subject  to a "Right of  Repurchase"  by the
Company.  At this time, the Company has no intention to grant Options subject to
such "Right of Repurchase." Shares of Common Stock,  however, may be resold only
in compliance with the registration requirements of the 1933 Act, and applicable
state securities laws.

         Under the 1933 Act,  affiliates  of the  Company  generally  may resell
shares of Common  Stock  purchased  pursuant  to the  Option  Plans  only (i) in
accordance  with the provisions of Rule 144 under the 1933 Act, or (ii) pursuant
to an applicable  current and effective  registration  statement  under the 1933
Act.


                                        6

<PAGE>

         As defined in Rule 405 under the 1933 Act, an  affiliate of the Company
is a person who  directly,  or  indirectly  through one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or  otherwise.  Therefore,  each  Optionee  should  consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Option Plans.

         In  addition,  the receipt of an Option to purchase  Common Stock by an
officer or director of the Company,  or the  beneficial  owner of 10% or more of
the outstanding  Common Stock, is a reportable  transaction  under Section 16 of
the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the  Securities
and Exchange  Commission in  connection  with such  transaction.  The sale by an
officer,  director,  or 10% holder of Common Stock issued upon an exercise of an
Option  within six months after the receipt of such Option may create  liability
of such persons to the Company  under the  "short-swing  profit"  provisions  of
Section 16(b) of the 1934 Act.

Federal Income Tax Consequences

         Under present federal tax laws, awards under the Option Plans will have
the following consequences:

         1. The grant of an Option will not by itself result in the  recognition
            of taxable  income to the  Optionee  nor  entitle  the  Company to a
            deduction at the time of such grant.
         2. The  exercise  of an Option  which is an  "Incentive  Stock  Option"
            within the meaning of Section 422 of the Code generally will not, by
            itself,  result in the recognition of taxable income to the Optionee
            nor entitle the Company to a deduction at the time of such exercise.
            However,  the  difference  between the  exercise  price and the fair
            market value of the Option shares on the date of exercise is an item
            of tax  preference  which may,  in certain  situations,  trigger the
            alternative  minimum  tax  for  the  Optionee.   The  Optionee  will
            recognize  capital  gain or loss upon resale of the shares  received
            upon such exercise,  provided that such shares are held for at least
            one year after the Option  exercise  or two years after the grant of
            the Incentive Stock Option,  whichever is later.  Generally,  if the
            shares are not held for that  period,  the Optionee  will  recognize
            ordinary  income  upon   disposition  in  an  amount  equal  to  the
            difference  between the exercise  price and the fair market value on
            the date of exercise,  or, if less, the sales proceeds of the shares
            acquired pursuant to the exercise of such Incentive Stock Option.
         3. The  exercise  of a  Non-Incentive  Stock  Option will result in the
            recognition  of  ordinary  income  by the  Optionee  on the  date of
            exercise in an amount equal to the  difference  between the exercise
            price and the fair market  value,  on the date of  exercise,  of the
            shares  acquired  pursuant  to the  exercise  of such  Non-Incentive
            Option.
         4. The Company will be allowed a tax deduction for federal tax purposes
            equal to the amount of ordinary income  recognized by an Optionee at
            the time the Optionee  recognizes  such ordinary income under either
            an Incentive Stock Option or a Non- Incentive Stock Option.


                                        7

<PAGE>

         The foregoing provides only a general summary of the federal income tax
consequences  applicable to Optionees  under the Option Plans.  Each Optionee is
urged to consult his or her own tax advisor for information regarding applicable
federal and state tax consequences.

Annual Report to Shareholders

         The Company's  consolidated  financial  statements for the period ended
December 31, 1997, as contained in the Company's Prospectus,  dated May 14, 1998
are  incorporated  by  reference  in the  Registration  Statement  to which this
Prospectus  is a part.  In the future,  the  Company's  latest  Annual Report to
Stockholders, including financial statements, will be mailed to all stockholders
of record as of the close of business on such record date. Any person wishing to
receive a copy of the Annual Report to Stockholders may obtain a copy by writing
the Company at the address set forth below under "Additional Information."

Additional Information

         Additional  updating  information  with respect to the Common Stock and
the Option Plans covered herein may be provided in the future to Participants by
means of appendices to this Prospectus.  The nature and frequency of any reports
to be made to Participants as to their participation in the Option Plans will be
determined by the Committee.

         The Company upon written or oral request,  will provide  without charge
to any  person to whom this  Prospectus  is  delivered:  a copy of either of the
Option  Plans,  a  copy  of its  latest  Annual  Report  to  Stockholders  (when
available)  and a  copy  of  any  and  all  of  the  documents  that  have  been
incorporated by reference in Item 3 of Part II of the Registration  Statement of
which this Prospectus is a part, and that such documents are deemed incorporated
by reference in this 1933 Act Section 10(a) Prospectus. Further, other documents
required to be  delivered to  Participants  as specified in Item 9 of Part II of
the Registration  Statement are available upon request.  Any such request can be
oral or in writing and should be  addressed  to the  Corporate  Secretary,  6060
Ridge Avenue,  Philadelphia,  Pennsylvania  19128.  The  Registrant's  telephone
number is (215) 483-2800.

Legal Opinion

         The validity of the Common Stock offered  hereby has been passed on for
the Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.

                                       8

<PAGE>

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT



Item 3.  Incorporation of Certain Documents by Reference

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  and,  accordingly,  files
periodic  reports  and  other  information  with  the  Securities  and  Exchange
Commission (the "Commission").  Reports, proxy statements, and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the  Commission's  Public  Reference  Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.

         The following  documents filed with the Commission are  incorporated by
reference in this Registration Statement and the Prospectus  constituting Part I
of this Registration Statement:

     (1) The Company's  Registration Statement on Form S-1 (No. 333-48749) filed
with the Commission on March 26, 1998 and amendments thereto;

     (2) The  Company's  Quarterly  Reports  filed on Form 10-Q for the quarters
ended June 30, 1998 and September 30, 1998; and

     (3) The  Company's  Registration  Statement  on Form 8-A as filed  with the
Commission on May 12, 1998.

         All  documents  filed by the Company  pursuant  to Sections  13, 14, or
15(d) of the 1934 Act after the date hereof and prior to the  termination of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Sections 1741 through 1747 of the Pennsylvania Business Corporation Act
sets forth circumstances under which directors,  officers,  employees and agents
may be insured or indemnified  against  liability  which they may incur in their
capacities as such.

         The Articles of Incorporation of the Company (the "Articles"), requires
indemnification  of  directors,  officers and  employees  to the fullest  extent
permitted by Pennsylvania law.


                                      II-1

<PAGE>

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the  Company as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against any liability asserted against him and incurred by him in any
such  capacity or arising out of his status as such,  whether or not the Company
would  have the  power  to  indemnify  him  against  such  liability  under  the
provisions of the Articles.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this registration
                    statement;

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    and of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent  no more than 20 percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    registration  statement  or  any  material  change  to  such
                    information in the registration statement;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement  is on Form S-3,  Form S-8 or F-3,  and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to Section 13 or
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration statement relating to

                                      II-2

<PAGE>

the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses  incurred or paid by a director,  officer,
or controlling person of the registrant in the successful defense of any action,
suit, or  proceeding)  is asserted by such  director,  officer,  or  controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy expressed in the Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.




                                      II-3

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Act of 1933,  Thistle
Group Holdings,  Co. certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing a Registration  Statement on Form S-8
and has duly caused this  Registration  Statement  to be signed on its behalf by
the undersigned  thereunto duly  authorized,  in the City of Philadelphia in the
Commonwealth of Pennsylvania, on the 18th day of November 1998.

                                      Thistle Group Holdings, Co.


                                      By: /s/ John F. McGill
                                          --------------------------------------
                                          John F. McGill, Jr.
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of Thistle Group Holdings,
Co., do hereby severally constitute and appoint John F. McGill, Jr. and Jerry A.
Naessens our true and lawful attorneys and agents,  to do any and all things and
acts in our names in the capacities  indicated  below and to execute any and all
instruments for us and in our names in the capacities indicated below which said
John F. McGill,  Jr. and Jerry A.  Naessens  may deem  necessary or advisable to
enable Thistle Group Holdings, Co. to comply with the Securities Act of 1933, as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange Commission,  in connection with the Registration  Statement on Form S-8
relating to the offering of the Company's Common Stock, including  specifically,
but not limited to, power and  authority to sign,  for any of us in our names in
the  capacities  indicated  below,  the  Registration  Statement and any and all
amendments (including  post-effective  amendments) thereto; and we hereby ratify
and confirm all that said John F. McGill,  Jr. and Jerry A. Naessens shall do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities indicated as of November 18th, 1998.


/s/ John F. McGill, Jr.                             /s/ Francis E. McGill, III
-------------------------------------               ----------------------------
John F. McGill, Jr.                                 Francis E. McGill, III
President and Chief Executive Officer               Director
(Principal Executive Officer)


/s/ Jerry A. Naessens                               /s/ Add B. Anderson, Jr.
-------------------------------------               ----------------------------
Jerry A. Naessens                                   Add B. Anderson, Jr.
Chief Financial Officer and Secretary               Director
(Principal Financial and Accounting Officer)


/s/ Michael G. Crofton                              /s/ Patrick T. Ryan
------------------------------------                ----------------------------
Michael G. Crofton                                  Patrick T. Ryan
Director                                            Director





<PAGE>





                                INDEX TO EXHIBITS


Exhibit                     Description                                   Page
-------                     -----------                                   ----

  4.1    Thistle Group Holdings, Co. 1992 Stock Option Plan                19

  4.2    Thistle Group Holdings, Co. 1994 Stock Option Plan                32

  4.3    Form of Stock Option Agreement to be entered into                 47
         with respect to Incentive Stock Options

  4.4    Form of Stock Option Agreement to be entered into                 52
         with respect to Non-Incentive Stock Options

  5.1    Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the         57
         validity of the Common Stock being registered

  23.1   Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears          57
         in their opinion filed as Exhibit 5.1)

  23.2   Consent of Independent Accountants                                59

  24     Reference is made to the Signatures section of this               --
         Registration Statement for the Power of Attorney
         contained therein
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 52763}]
{"company-data": {"conformed-name": "THISTLE GROUP HOLDINGS CO", "cik": "0001058539", "assigned-sic": "6035", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67655", "film-number": "98756273"}, "business-address": {"street1": "6060 RIDGE AVENUE", "city": "PHILADELPHIA", "state": "PA", "zip": "19128", "phone": "2154832800"}, "mail-address": {"street1": "6060 RIDGE AVENUE", "city": "PHILADELPHIA", "state": "PA", "zip": "19128"}}
As filed with the Securities and Exchange Commission on November 20, 1998.
                                           Registration No. 333-_____________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           Thistle Group Holdings, Co.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

Pennsylvania                                                          23-2960768
------------                                                          ----------

(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)

                                6060 Ridge Avenue
                        Philadelphia, Pennsylvania 19128
                                 (215) 483-2800
                    (Address of principal executive offices)

               Thistle Group Holdings, Co. 1992 Stock Option Plan
               Thistle Group Holdings, Co. 1994 Stock Option Plan
               --------------------------------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                               Ruel B. Pile, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            (Name, address and telephone number of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
==========================================================================================
Title of                                 Proposed            Proposed         Amount of
Securities to        Amount to       Maximum Offering    Maximum Offering    Registration
be Registered      be Registered      Price Per Unit         Price (2)         Fee (2)
-------------      -------------      --------------        -----------       --------
Common Stock                       
$.10 par value      222,064(1)             $(2)              $429,722          $126.77
==========================================================================================
(1)      The maximum  number of shares of common stock issuable upon exercise of
         options granted or to be granted under the Thistle Group Holdings,  Co.
         1992 Stock Option Plan and the Thistle Group  Holdings,  Co. 1994 Stock
         Option Plan consists of 222,064 shares which are being registered under
         this  Registration  Statement and for which a registration fee is being
         paid.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be  exercised.  A total of  222,064  shares  are  being  registered
         hereby,  of which 111,032  shares are under option at an exercise price
         of $1.80 per share  ($199,858 in the  aggregate) and 111,028 shares are
         under option at an exercise  price of $2.07 per share  ($229,828 in the
         aggregate). The remaining 4 shares are not currently subject to options
         and are being  registered  based upon the  closing  price of the common
         stock of  Thistle  Group  Holdings,  Co. as  reported  on Nasdaq NMS on
         November 10, 1998, of $9.00 per share ($36 in the aggregate).

         Under Rule 462 of the 1933 Act, the Registration  Statement on Form S-8
         shall be effective upon filing with the Commission.
** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**

PROSPECTUS
----------

                                 222,064 Shares
   
                                 --------------

                           THISTLE GROUP HOLDINGS, CO.
                                  COMMON STOCK
                           (Par Value $.10 Per Share)

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

               THISTLE GROUP HOLDINGS, CO. 1992 STOCK OPTION PLAN
               THISTLE GROUP HOLDINGS, CO. 1994 STOCK OPTION PLAN

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

         This  Prospectus  relates to 222,064 shares of common stock,  par value
$.10 per share  (the  "Common  Stock"),  of Thistle  Group  Holdings,  Co.  (the
"Company"),  a  Pennsylvania  corporation  which is the parent  savings and loan
holding company of  Roxborough-Manayunk  Bank (the "Bank"),  which may be issued
from time to time by the Company to holders of options  granted or to be granted
by the Company to selected officers, directors, key employees, and other persons
of the Company and any  subsidiary of the Company  pursuant to the Thistle Group
Holdings,  Co. 1992 Stock Option Plan (the "1992  Option  Plan") and the Thistle
Group   Holdings,   Co.  1994  Stock  Option  Plan  (the  "1994  Option  Plan").
Collectively,  the 1992 Option  Plan and the 1994  Option  Plan are  referred to
herein as the Option  Plans.  Holders of options  granted or to be granted under
the Option Plans (the  "Options")  are referred to herein as  "Optionees."  Each
offer made under the Option  Plans  pursuant to this  Prospectus  is made at the
price and on the terms and conditions  contained in the individual  stock option
agreements entered into between the Company and each Optionee.

         This  Prospectus  is for use as of the date  hereof  and in  subsequent
years.  Information which is likely to change from year to year will be included
in appendices to this Prospectus.

         The   issued   and   outstanding   Common   Stock  is   traded  in  the
over-the-counter   market,   and  transactions  are  reported  on  the  National
Association of Securities  Dealers,  Inc. Automated  Quotation System ("NASDAQ")
National Market System under the symbol "THTL." Shares of Common Stock which may
be issued  upon  exercise of options  granted or to be granted  under the Option
Plans, will also be traded in over-the-counter  market. On November 10, 1998 the
last reported sales price of the Common Stock in the NASDAQ System was $9.00 per
share.

--------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.                                      
--------------------------------------------------------------------------------
                The date of this Prospectus is November 20, 1998
No person has been  authorized to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.
TABLE OF CONTENTS

               Thistle Group Holdings, Co. 1992 Stock Option Plan
           and the Thistle Group Holdings, Co. 1994 Stock Option Plan

                                                         Page
                                                         ----

General Information on the Option Plans....................1

Administration.............................................2

Purpose....................................................2

Securities to be Offered...................................2

Eligibility to Participate in the Option Plans.............3

Purchases of Securities Pursuant to the Option Plans
 and Payment for Securities Offered........................3

  Stock Option Agreements..................................3
  Option Price.............................................3
  Limitations on Grant of Options..........................4
  Option Period............................................4
  Non-transferability......................................4
  Conditions of Exercise...................................4
  Payment for Options......................................4
  Cashless Exercise........................................5
  Issuance of Common Stock.................................5

Recapitalization, Merger, Consolidation, Change in
 Control and Similar Transactions..........................5

Amendment and Termination of the Option Plans..............6

Restrictions on Resale.....................................6

Federal Income Tax Consequences............................7

Annual Report to Shareholders..............................8

Additional Information.....................................8

Legal Opinion..............................................8
Thistle Group Holdings, Co. 1992 Stock Option Plan
           and the Thistle Group Holdings, Co. 1994 Stock Option Plan

General Information on the Option Plans

         This Prospectus  relates to 222,064 shares of the common stock ("Common
Stock"),  par  value  $.10 per  share,  of  Thistle  Group  Holdings,  Co.  (the
"Company"),  which will be offered  upon  exercise  of options  granted or to be
granted under the Thistle Group Holdings,  Co. 1992 Stock Option Plan (the "1992
Option  Plan") and the Thistle Group  Holdings,  Co. 1994 Stock Option Plan (the
"1994  Option  Plan").  The  1992  Option  Plan  and the  1994  Option  Plan are
collectively referred to herein as the Option Plans.

         As part  of a  corporate  reorganization  (the  "Reorganization"),  the
Company was formed under the laws of the  Commonwealth of  Pennsylvania  for the
purpose of  becoming a savings  and loan  holding  company and became the parent
corporation  and sole  shareholder of  Roxborough-Manayunk  Bank (the "Bank") in
July of 1998.  Prior to the  Reorganization,  the 1992  Option Plan and the 1994
Option  Plan were known as the  Roxborough-Manayunk  Federal  Savings  Bank 1992
Stock Option Plan and the  Roxborough-Manayunk  Federal  Savings Bank 1994 Stock
Option  Plan,  respectively.  Each of the  Option  Plans  have  been  previously
approved  by the  Bank's  stockholders  and have been  amended  to  reflect  the
Reorganization.

         The 1992 Option Plan is to continue through April 13, 2003 and the 1994
Option Plan is to continue through December 30, 2004,  unless either Option Plan
is otherwise terminated earlier by the Company.

         Pursuant  to the  Option  Plans,  222,064  shares of Common  Stock were
reserved for issuance by the Company upon  exercise of Incentive  Stock  Options
and/or  Non-Incentive  Stock  Options   (collectively   referred  to  herein  as
"Options")  awarded to officers,  directors,  key employees and other persons of
the Company and any parent and subsidiary  corporations.  Options  granted under
the Plan may be either Incentive Stock Options within the meaning of Section 422
of the Internal  Revenue Code of 1986, as amended (the "Code") or options not so
qualifying ("Non-Incentive Stock Option").

         Subject  to  certain  limitations,  no gain or loss is  recognized  for
federal income tax purposes by the recipient of Options (the  "Optionee")  under
the Option  Plans upon the  exercise of an Incentive  Stock  Option,  and no tax
deduction  is  available  to the Company as a result of the  exercise.  Upon the
exercise of a  Non-Incentive  Stock Option,  the Optionee  generally  recognizes
ordinary  income to the  extent  that the  exercise  price is less than the fair
market  value of the  Common  Stock  on the date of  exercise.  The  Company  is
entitled  to a federal  income tax  deduction  equal to the  amount of  ordinary
income recognized by the Optionee at the time of such income recognition.

         The Option Plans are not qualified under Section 401(a) of the Code and
are both exempt from the provisions of the Employee  Retirement  Income Security
Act of 1974, as amended.

         The statements herein concerning the terms and provisions of the Option
Plans are summaries and do not purport to be complete.  All such  statements are
qualified in their entirety by reference to the full text of the Option Plans as
filed as Exhibit 4.1 to the Registration Statement of which this Prospectus is a
part.

                                        1
Additional  updating and other  information  with respect to the Option
Plans and the  Common  Stock  offered  hereby may be  provided  in the future to
Optionees by means of one or more  supplements or appendices to this Prospectus.
Additional  information  about the Option Plans  (including a copy of the Option
Plans),  plan  administration,  and the Company may be obtained at the Company's
principal  offices,  which  are  located  at 6060  Ridge  Avenue,  Philadelphia,
Pennsylvania 19128. The Company's telephone number is (215) 483-2800.

Administration

         The Option Plans are administered by a committee of the Company's Board
of Directors (the "Committee"). The Option Plans provide that the Committee will
consist  of not less than  three  non-employee  directors  of the  Company.  The
members of the Committee are appointed by the Board and serve at the pleasure of
the Board. Members of the Committee shall be "disinterested"  within the meaning
of Rule 16b-3  promulgated  under Rule 16(b) of the  Securities  Exchange Act of
1934,  as amended (the "1934  Act").  A majority of the entire  Committee  shall
constitute a quorum,  and the action of a majority of the members present at any
meeting  at  which a quorum  is  present  shall  be  deemed  the  action  of the
Committee.

         Subject to the express  provisions of the Option Plans and  resolutions
adopted by the Board,  the  Committee  has  authority to interpret  the Plan, to
prescribe,  amend, and rescind the rules and regulations  relating to the Option
Plans,  and to determine  the form and content of Options to be issued under the
Option  Plans.  In  addition,  the  Committee  is  authorized  to make all other
determinations  deemed  necessary or  advisable  for the  administration  of the
Option Plans and shall have and may exercise such other power and such authority
as may be  delegated  to it by the  Board  from  time to  time.  All  decisions,
determinations,  and  interpretations  of  the  Committee  shall  be  final  and
conclusive to all persons affected thereby.

         Additional information about the Plan and the Committee may be obtained
from the Company at the address of the Company listed under "General Information
on the Option Plans."

Purpose

         The  purpose of the Option  Plans is to promote  the  interests  of the
Company by attracting and retaining the best  available  personnel for positions
of substantial responsibility to serve as officers, directors, and key employees
of the Company and to provide additional incentive to such officers,  directors,
and key  employees  of the  Company to  promote  the  success  of the  Company's
business.

Securities to be Offered

         The  aggregate  number of shares  of Common  Stock  which may be issued
pursuant to Options  granted or to be granted  under the Option Plans is 222,064
shares,  subject to certain  adjustments for changes in the capital structure of
the  Company,  as  described  below.  Any shares  subject to an Option under the
Option Plans which expire or are terminated  unexercised will again be available
for issuance under the Plan.

                                        2
Eligibility to Participate in the Option Plans

         Options to purchase  Common Stock under the Option Plans may be awarded
to officers,  directors,  key employees,  and other persons of the Company,  the
Bank,  and any present or future  parent or subsidiary  corporations.  Incentive
Stock Options may only be granted to employees of the Company, the Bank, and any
of their parent or subsidiary corporations.  In selecting participants under the
Option Plans (the "Participants") and in determining the number of Options to be
granted  to each  Participant,  the  Committee  may  consider  the nature of the
services rendered by each Participant,  each Participant's current and potential
contribution  to the Company,  and such other factors as the  Committee,  in its
sole discretion, shall deem relevant.

Purchases of Securities  Pursuant to the Option Plans and Payment for Securities
Offered

         Stock Option Agreements. The Options granted under the Option Plans are
evidenced by stock option agreements (the "Option Agreements")  substantially in
the  form  of the  Option  Agreements  filed  as  exhibits  to the  Registration
Statement of which this  Prospectus is a part.  Each Option  Agreement,  and any
amendment  thereto,  will  contain  terms  and  conditions  consistent  with the
requirements  of the Option Plans as the Committee shall  determine.  The Option
Agreements  shall constitute the only form of reports which  Participants  shall
receive related to the status of Options granted or which are exercisable  under
the Option  Plans.  The Option Plans  provide that the Board of Directors of the
Company may  authorize  the  Committee to direct the  execution of an instrument
providing for the modification of any outstanding Option,  provided that no such
modification,  extension  or renewal  shall  confer on the Optionee any right or
benefit  which could not be conferred by the grant of a new Option at such time,
and shall not  materially  decrease  the  Optionee's  benefits  under the Option
without the  Optionee's  consent,  except as provided  under  Section 18 of both
Option Plans, which permits amendment of the Option Plans.

         Option Price.  The exercise price for the purchase of shares subject to
an Incentive  Stock Option at the date of grant may not be less than 100 percent
(100%) of the fair market  value of the shares  covered by the  Incentive  Stock
Option on that date. If an Optionee owns Common Stock representing more than ten
percent of the outstanding Common Stock at the time an Incentive Stock Option is
granted,  then the Option Price shall not be less than 110 percent (110%) of the
fair market value of the Common Stock at the time the Incentive  Stock Option is
granted. No more than $100,000 of Incentive Stock Options can become exercisable
for the first time in any one year for any one person. Pursuant to the Plan, the
exercise price per share for Non-Incentive  Stock Options shall be such price as
the  Committee  may  determine in its sole  discretion.  The  exercise  price of
Options  must be paid  for in full in cash  or  shares  of  Common  Stock,  or a
combination of both.

         If the Common Stock is listed on a national  securities exchange at the
time of granting an Incentive  Stock Option,  then the exercise  price per share
shall be not less than the average of the highest  and lowest  selling  price on
such exchange on the date such  Incentive  Stock Option is granted;  or if there
were no  sales on said  date,  then the  price  shall be not less  than the mean
between  the bid and asked  price on such date.  If the  Common  Stock is traded
otherwise than on a national  securities exchange at the time of the granting of
an Incentive  Stock Option,  then the exercise price per share shall be not less
than the mean  between the bid and asked price on the date the  Incentive  Stock
Option is granted or, if there is no bid and asked  price on said date,  then on
the  immediately  next business day on which there was a bid and asked price. If
no such bid and asked  price is  available,  then the  exercise  price per share
shall be determined by the Committee.

                                        3
Limitations on Grant of Options. Except as may be specifically provided
by the terms of the Option  Plans,  the  granting of Options is made at the sole
discretion of the  Committee.  Further,  the aggregate  Fair Market Value of the
Common Stock for which an employee may be granted  Incentive Stock Options which
become  first  exercisable  in  any  calendar  year  may  not  exceed  $100,000.
Notwithstanding  the  foregoing  limitation,  the Committee may grant Options in
excess of this  limitation,  provided said Options are clearly and  specifically
designated as not being  Incentive  Stock Options,  as defined in Section 422 of
the Code.

         Option Period.  The term of  exercisability  of an Option granted under
the Option Plans shall be established by the Committee,  but may not be for more
than ten years  from the date of grant of the  Option,  except in the case of an
Optionee  who  owns  stock  representing  more  than  10%  of the  Common  Stock
outstanding  at the time an Incentive  Stock Option is granted,  the term of the
Incentive  Stock  Option shall not exceed five years from the date of the grant.
In general,  Options will not be exercisable  after the expiration of their term
as set forth in the Option Plans and/or an Option Agreement.

         In the event that an  Optionee  ceases to serve as an  employee  of the
Company for any reason other than  permanent and total  disability or death,  an
exercisable Incentive Stock Option will generally continue to be exercisable for
three  months but in no event after the  expiration  date of the Option.  In the
event of the permanent and total  disability or death of an Optionee during such
service,  an exercisable  Incentive Stock Option will continue to be exercisable
for one year in the case of  disability  and two years in the case of death,  to
the extent exercisable by the Optionee immediately prior to his or her permanent
and total disability or death, but in no event after the expiration date of such
Options. The terms and conditions of Non-Incentive Stock Options relating to the
impact  of  an  Optionee's  termination  of  employment,   permanent  and  total
disability  or  death  shall  be  such  terms  as the  Committee,  in  its  sole
discretion,  shall  determine at the time of  termination,  unless  specifically
provided  for by the  terms of an Option  Agreement  at the time of grant of the
Option.

         Under the Option Plans, the Committee's determination regarding whether
an Optionee's  employment  has ceased,  and the effective  date thereof shall be
final and conclusive on all persons affected thereby. A total of six months must
elapse between the date of grant of an Option and the date of the sale of Common
Stock received through the exercise of such Option.

     Non-transferability.   No  Option   granted   under  the  Option  Plans  is
transferable other than by will or the laws of descent and distribution.

         Conditions  of  Exercise.  Options  may be  exercised  only  during the
periods  specified  in  the  Option  Plans  or  the  Option  Agreement,  certain
information  as to which is provided  above.  (see "Option  Period").  Except as
described  above  and as may be  limited  by an  Option  Agreement,  there is no
limitation upon the number of Options that may be exercised in any one year, and
Options not exercised in any one year may be exercised in subsequent  years over
the term of the Option. The Committee may impose additional  conditions upon the
rights of an Optionee to exercise any Option which are not inconsistent with the
terms of the Plan, and in the case of Incentive Stock Options,  not inconsistent
with the requirements for qualification under Section 422 of the Code. Incentive
Stock Options will be first exercisable at the rate as specifically set forth in
the Optionee's Option Agreement.

         Payment for  Options.  Under the Option  Plans,  full  payment for each
share of Common Stock purchased upon the exercise of any Option shall be made at
the time of exercise of such Option and shall be paid in cash (in United  States
dollars), Common Stock, or a combination of cash and Common Stock.

                                        4
Common Stock utilized in full or partial  payment of the exercise price shall be
valued at its fair  market  value at the date of  exercise.  The  Company  shall
accept full or partial  payment in Common Stock only to the extent  permitted by
applicable  law. No shares of Common  Stock shall be issued  until full  payment
therefore  has been received by the Company,  and no Optionee  shall have any of
the rights of a shareholder  of the Company until the shares of Common Stock are
issued to him or her.

         Cashless Exercise.  An Optionee who has held an Option for at least six
months  may  engage in the  "cashless  exercise"  of the  Option.  In a cashless
exercise,  an Optionee  gives the Company  written notice of the exercise of the
Option together with an order to a registered  broker-dealer or equivalent third
party,  to sell part or all of the Optioned  Stock and to deliver  enough of the
proceeds to the Company to pay the Option price and any  applicable  withholding
taxes.  If the Optionee  does not sell the Optioned  Stock  through a registered
broker-dealer  or equivalent third party, he can give the Company written notice
of the  exercise of the Option and the third  party  purchaser  of the  Optioned
Stock shall pay the Option exercise price plus any applicable  withholding taxes
to the Company.

         Issuance of Common Stock.  Shares issued to Optionees  upon exercise of
Options may be either  authorized  but unissued  shares or treasury  shares.  In
either case, the Optionee shall not pay any fees, commissions,  or other charges
for such  Common  Stock  other than the  exercise  price as stated in the Option
Agreement.  Cash proceeds  from the sale of Common Stock issued  pursuant to the
exercise of Options will be added to the general funds of the Company to be used
for general corporate purposes.  Shares of Common Stock shall not be issued with
respect to any Option  granted  under the Option  Plans  unless the issuance and
delivery of such Common Stock shall comply with all relevant  provisions of law,
including, without limitation, the Securities Act of 1933, as amended (the "1933
Act"), the rules and regulations  promulgated  thereunder,  any applicable state
securities law, and the requirements of any stock exchange upon which the Common
Stock may then be listed.

         Inability of the Company to obtain approval from any regulatory body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock. As
a condition  to the  exercise  of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

Recapitalization, Merger, Consolidation, Change in Control, and
Similar Transactions

         Subject to any  required  action by the  shareholders  of the  Company,
within the sole discretion of the Committee,  the aggregate  number of shares of
Common Stock for which Options may be granted under the Option Plans, the number
of shares of Common Stock  covered by each  outstanding  Option and the exercise
price per share of Common Stock of each Option shall be proportionately adjusted
for any increase or decrease in the number of issued and  outstanding  shares of
Common Stock  resulting  from a subdivision  or  consolidation  of shares or the
payment  of a stock  dividend  on the  Common  Stock or any  other  increase  or
decrease in the number of such shares of Common Stock effected without a receipt
of  consideration  by the  Company  (other  than by  shares  held by  dissenting
stockholders).

         In the  event  of any  change  in  control,  recapitalization,  merger,
consolidation,  exchange  of shares,  spin-off,  reorganization,  tender  offer,
liquidation, or other extraordinary corporate action, the Committee, in its sole
discretion,  shall  have the power,  prior to or  subsequent  to such  action or
events, to (i)

                                        5
appropriately  adjust  the  number of shares of  Common  Stock  subject  to each
Option,  the exercise price per share of Common Stock, and the  consideration to
be  given or  received  by the  Company  upon the  exercise  of any  outstanding
Options;  (ii) cancel any or all  previously  granted  Options,  providing  that
appropriate  consideration  is paid to the  Optionee  in  connection  therewith;
and/or  (iii) make such other  adjustments  in  connection  with the Plan as the
Committee, in its sole discretion, deems necessary,  desirable,  appropriate, or
advisable.  However,  no action may be taken by the Committee  which would cause
Incentive  Stock  Options  granted  pursuant  to the  Plan to  fail to meet  the
requirements of Section 422 of the Code.

         The  Committee  has at all times the power to  accelerate  the exercise
date of all Options granted under the Option Plans. In the case of any change in
control of the  Company or  imminent  change in  control  as  determined  by the
Committee,  all  outstanding  options shall become  immediately  exercisable.  A
change in control is defined in both the Option  Plans as: (i) the  execution of
an agreement  for the sale of all, or a material  portion,  of the assets of the
Company  or  the  Bank;  (ii)  the  execution  of an  agreement  for  merger  or
recapitalization  whereby the Company or the Bank is not the  surviving  entity;
(iii) a change of  control  of the  Company  or the  Savings  Bank as  otherwise
defined by the Office of Thrift Supervision ("OTS") or its regulations;  or (iv)
the acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of Section 13(d) of the 1934 Act and rules and  regulations  promulgated
thereunder) of 25% or more of the outstanding  voting  securities of the Company
or the Bank by any person, trust, entity or group.

         An  "imminent  change in control" is defined in the Option Plans as any
offer or  announcement,  written or oral,  by any person or persons  acting as a
group, to acquire control of the Company or the Bank. The  determination  of the
Committee  as to whether a change in control or  imminent  change in control has
occurred shall be conclusive and binding.

Amendment and Termination of the Option Plans

         The Board of Directors may alter,  suspend,  or discontinue  the Option
Plans,  except that no action of the Board may  increase  the maximum  number of
shares permitted to be optioned under the Option Plans,  materially increase the
benefits  accruing to Participants  or materially  modify the  requirements  for
eligibility  for  participation  in the Option  Plans  unless such action of the
Board shall be subject to approval or  ratification  by the  shareholders of the
Company.

Restrictions on Resale

         Unless  specifically  included as a term and  condition  of any Option,
there  are no  restrictions  on the  resale of Common  Stock  acquired  upon the
exercise of  Options.  The Option  Plans  permit the  Committee  to provide as a
condition  to the  exercise  of an  Option  that the  shares  acquired  upon the
exercise  of such  Options  may be  subject  to a "Right of  Repurchase"  by the
Company.  At this time, the Company has no intention to grant Options subject to
such "Right of Repurchase." Shares of Common Stock,  however, may be resold only
in compliance with the registration requirements of the 1933 Act, and applicable
state securities laws.

         Under the 1933 Act,  affiliates  of the  Company  generally  may resell
shares of Common  Stock  purchased  pursuant  to the  Option  Plans  only (i) in
accordance  with the provisions of Rule 144 under the 1933 Act, or (ii) pursuant
to an applicable  current and effective  registration  statement  under the 1933
Act.

                                        6
As defined in Rule 405 under the 1933 Act, an  affiliate of the Company
is a person who  directly,  or  indirectly  through one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or  otherwise.  Therefore,  each  Optionee  should  consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Option Plans.

         In  addition,  the receipt of an Option to purchase  Common Stock by an
officer or director of the Company,  or the  beneficial  owner of 10% or more of
the outstanding  Common Stock, is a reportable  transaction  under Section 16 of
the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the  Securities
and Exchange  Commission in  connection  with such  transaction.  The sale by an
officer,  director,  or 10% holder of Common Stock issued upon an exercise of an
Option  within six months after the receipt of such Option may create  liability
of such persons to the Company  under the  "short-swing  profit"  provisions  of
Section 16(b) of the 1934 Act.

Federal Income Tax Consequences

         Under present federal tax laws, awards under the Option Plans will have
the following consequences:

         1. The grant of an Option will not by itself result in the  recognition
            of taxable  income to the  Optionee  nor  entitle  the  Company to a
            deduction at the time of such grant.
         2. The  exercise  of an Option  which is an  "Incentive  Stock  Option"
            within the meaning of Section 422 of the Code generally will not, by
            itself,  result in the recognition of taxable income to the Optionee
            nor entitle the Company to a deduction at the time of such exercise.
            However,  the  difference  between the  exercise  price and the fair
            market value of the Option shares on the date of exercise is an item
            of tax  preference  which may,  in certain  situations,  trigger the
            alternative  minimum  tax  for  the  Optionee.   The  Optionee  will
            recognize  capital  gain or loss upon resale of the shares  received
            upon such exercise,  provided that such shares are held for at least
            one year after the Option  exercise  or two years after the grant of
            the Incentive Stock Option,  whichever is later.  Generally,  if the
            shares are not held for that  period,  the Optionee  will  recognize
            ordinary  income  upon   disposition  in  an  amount  equal  to  the
            difference  between the exercise  price and the fair market value on
            the date of exercise,  or, if less, the sales proceeds of the shares
            acquired pursuant to the exercise of such Incentive Stock Option.
         3. The  exercise  of a  Non-Incentive  Stock  Option will result in the
            recognition  of  ordinary  income  by the  Optionee  on the  date of
            exercise in an amount equal to the  difference  between the exercise
            price and the fair market  value,  on the date of  exercise,  of the
            shares  acquired  pursuant  to the  exercise  of such  Non-Incentive
            Option.
         4. The Company will be allowed a tax deduction for federal tax purposes
            equal to the amount of ordinary income  recognized by an Optionee at
            the time the Optionee  recognizes  such ordinary income under either
            an Incentive Stock Option or a Non- Incentive Stock Option.

                                        7
The foregoing provides only a general summary of the federal income tax
consequences  applicable to Optionees  under the Option Plans.  Each Optionee is
urged to consult his or her own tax advisor for information regarding applicable
federal and state tax consequences.

Annual Report to Shareholders

         The Company's  consolidated  financial  statements for the period ended
December 31, 1997, as contained in the Company's Prospectus,  dated May 14, 1998
are  incorporated  by  reference  in the  Registration  Statement  to which this
Prospectus  is a part.  In the future,  the  Company's  latest  Annual Report to
Stockholders, including financial statements, will be mailed to all stockholders
of record as of the close of business on such record date. Any person wishing to
receive a copy of the Annual Report to Stockholders may obtain a copy by writing
the Company at the address set forth below under "Additional Information."

Additional Information

         Additional  updating  information  with respect to the Common Stock and
the Option Plans covered herein may be provided in the future to Participants by
means of appendices to this Prospectus.  The nature and frequency of any reports
to be made to Participants as to their participation in the Option Plans will be
determined by the Committee.

         The Company upon written or oral request,  will provide  without charge
to any  person to whom this  Prospectus  is  delivered:  a copy of either of the
Option  Plans,  a  copy  of its  latest  Annual  Report  to  Stockholders  (when
available)  and a  copy  of  any  and  all  of  the  documents  that  have  been
incorporated by reference in Item 3 of Part II of the Registration  Statement of
which this Prospectus is a part, and that such documents are deemed incorporated
by reference in this 1933 Act Section 10(a) Prospectus. Further, other documents
required to be  delivered to  Participants  as specified in Item 9 of Part II of
the Registration  Statement are available upon request.  Any such request can be
oral or in writing and should be  addressed  to the  Corporate  Secretary,  6060
Ridge Avenue,  Philadelphia,  Pennsylvania  19128.  The  Registrant's  telephone
number is (215) 483-2800.

Legal Opinion

         The validity of the Common Stock offered  hereby has been passed on for
the Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.

                                       8
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  and,  accordingly,  files
periodic  reports  and  other  information  with  the  Securities  and  Exchange
Commission (the "Commission").  Reports, proxy statements, and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the  Commission's  Public  Reference  Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.

         The following  documents filed with the Commission are  incorporated by
reference in this Registration Statement and the Prospectus  constituting Part I
of this Registration Statement:

     (1) The Company's  Registration Statement on Form S-1 (No. 333-48749) filed
with the Commission on March 26, 1998 and amendments thereto;

     (2) The  Company's  Quarterly  Reports  filed on Form 10-Q for the quarters
ended June 30, 1998 and September 30, 1998; and

     (3) The  Company's  Registration  Statement  on Form 8-A as filed  with the
Commission on May 12, 1998.

         All  documents  filed by the Company  pursuant  to Sections  13, 14, or
15(d) of the 1934 Act after the date hereof and prior to the  termination of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Sections 1741 through 1747 of the Pennsylvania Business Corporation Act
sets forth circumstances under which directors,  officers,  employees and agents
may be insured or indemnified  against  liability  which they may incur in their
capacities as such.

         The Articles of Incorporation of the Company (the "Articles"), requires
indemnification  of  directors,  officers and  employees  to the fullest  extent
permitted by Pennsylvania law.

                                      II-1
The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the  Company as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against any liability asserted against him and incurred by him in any
such  capacity or arising out of his status as such,  whether or not the Company
would  have the  power  to  indemnify  him  against  such  liability  under  the
provisions of the Articles.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this registration
                    statement;

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    and of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent  no more than 20 percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    registration  statement  or  any  material  change  to  such
                    information in the registration statement;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement  is on Form S-3,  Form S-8 or F-3,  and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to Section 13 or
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration statement relating to

                                      II-2
the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses  incurred or paid by a director,  officer,
or controlling person of the registrant in the successful defense of any action,
suit, or  proceeding)  is asserted by such  director,  officer,  or  controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy expressed in the Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant to the  requirements  of the Securities  Act of 1933,  Thistle
Group Holdings,  Co. certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing a Registration  Statement on Form S-8
and has duly caused this  Registration  Statement  to be signed on its behalf by
the undersigned  thereunto duly  authorized,  in the City of Philadelphia in the
Commonwealth of Pennsylvania, on the 18th day of November 1998.

                                      Thistle Group Holdings, Co.

                                      By: /s/ John F. McGill
                                          --------------------------------------
                                          John F. McGill, Jr.
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of Thistle Group Holdings,
Co., do hereby severally constitute and appoint John F. McGill, Jr. and Jerry A.
Naessens our true and lawful attorneys and agents,  to do any and all things and
acts in our names in the capacities  indicated  below and to execute any and all
instruments for us and in our names in the capacities indicated below which said
John F. McGill,  Jr. and Jerry A.  Naessens  may deem  necessary or advisable to
enable Thistle Group Holdings, Co. to comply with the Securities Act of 1933, as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange Commission,  in connection with the Registration  Statement on Form S-8
relating to the offering of the Company's Common Stock, including  specifically,
but not limited to, power and  authority to sign,  for any of us in our names in
the  capacities  indicated  below,  the  Registration  Statement and any and all
amendments (including  post-effective  amendments) thereto; and we hereby ratify
and confirm all that said John F. McGill,  Jr. and Jerry A. Naessens shall do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities indicated as of November 18th, 1998.

/s/ John F. McGill, Jr.                             /s/ Francis E. McGill, III
-------------------------------------               ----------------------------
John F. McGill, Jr.                                 Francis E. McGill, III
President and Chief Executive Officer               Director
(Principal Executive Officer)

/s/ Jerry A. Naessens                               /s/ Add B. Anderson, Jr.
-------------------------------------               ----------------------------
Jerry A. Naessens                                   Add B. Anderson, Jr.
Chief Financial Officer and Secretary               Director
(Principal Financial and Accounting Officer)

/s/ Michael G. Crofton                              /s/ Patrick T. Ryan
------------------------------------                ----------------------------
Michael G. Crofton                                  Patrick T. Ryan
Director                                            Director
INDEX TO EXHIBITS

Exhibit                     Description                                   Page
-------                     -----------                                   ----

  4.1    Thistle Group Holdings, Co. 1992 Stock Option Plan                19

  4.2    Thistle Group Holdings, Co. 1994 Stock Option Plan                32

  4.3    Form of Stock Option Agreement to be entered into                 47
         with respect to Incentive Stock Options

  4.4    Form of Stock Option Agreement to be entered into                 52
         with respect to Non-Incentive Stock Options

  5.1    Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the         57
         validity of the Common Stock being registered

  23.1   Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears          57
         in their opinion filed as Exhibit 5.1)

  23.2   Consent of Independent Accountants                                59

  24     Reference is made to the Signatures section of this               --
         Registration Statement for the Power of Attorney
         contained therein