THISTLE GROUP HOLDINGS CO
8-A12G, 1998-05-29
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                           THISTLE GROUP HOLDINGS, CO.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)



            Pennsylvania                                         23-2960768
- ----------------------------                                -------------------
     (State of Incorporation                                   (IRS Employer
          or Organization)                                  Identification No.)


6060 Ridge Avenue, Philadelphia, Pennsylvania                     19128
- ---------------------------------------------                   ----------
(Address of Principal Executive Offices)                        (Zip Code)


If this form relates to the registration     If this form relates to the 
of a class of securities  pursuant  to       registration  of a class of  
Section  12(b) of the Exchange Act and is    securities  pursuant  to  Section
effective pursuant to General Instruction    12(g)  of the  Exchange   Act and 
A.(c),  please check the following  box.|_|  is  effective  pursuant to General
                                             Instruction A.(d),  please check 
                                             the following box.|X|


Securities  Act  registration  statement file number to which this form relates:
333-48749

Securities to be registered pursuant to Section 12(b) of the Act:


Title of Each Class                         Name of Each Exchange on Which
To be so Registered                         Each Class is to be Registered
- -------------------                         ------------------------------
None                                                      N/A


Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.10 per share
- ---------------------------------------
          (Title of class)


<PAGE>



                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                 ----------------------------------------------

Item 1.  Description of Registrant's Securities to be Registered

The information set forth under the captions "Restrictions on Acquisition of the
Company" and "Description of Capital Stock" in the Prospectus included in Part I
of the  Registration  Statement on Form S-1 of the registrant,  originally filed
with the  Securities  and  Exchange  Commission  on March  26,  1998  (File  No.
333-48749), is incorporated by reference in response to this Item 1. Information
set forth under the captions  "Restrictions  on  Acquisition of the Company" and
"Description  of Capital Stock"  contained in a prospectus  relating to SEC File
No.  333-48749 and  subsequently  filed by the registrant  pursuant to 17 C.F.R.
ss.230.424(b)  shall  be  deemed  to be  incorporated  by  reference  into  this
registration statement.


Item 2.  Exhibits

3(i)     Articles of Incorporation of Thistle Group Holdings, Co.*

3(ii)    Bylaws of Thistle Group Holdings, Co.*

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

*    Incorporated   herein  by   reference   to  Exhibits   3(i)   (Articles  of
     Incorporation) and 3(ii) (Bylaws) to the Registration  Statement of Thistle
     Group Holdings,  Co.  (Registration  No.  333-48749),  which was originally
     filed with the Securities and Exchange Commission on March 26, 1998.

<PAGE>


                                    SIGNATURE


         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  as amended,  the  registrant  has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized.


                                                     THISTLE GROUP HOLDINGS, CO.



Date:  May 29, 1998                        By:  /s/  John F. McGill, Jr.
                                                -------------------------------
                                                     John F. McGill, Jr.
                                                     President




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