8-K

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    Form 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                         Date of Report - July 28, 2004


                             Mid Penn Bancorp, Inc.



                            Pennsylvania 0-20141 25-1666413

                                349 Union Street
                        Millersburg, Pennsylvania 17061


                                  717/692-2133


                                 Not Applicable
          (Former name or former address, if changed since last report)









Item 7.           Financial Statement, Pro Forma Financial Information And
                  Exhibits.

     (c) Exhibits.

                  Exhibit Number
                  99.1     Press Release, dated July 28, 2004, issued by Mid
                           Penn Bancorp, Inc.


Item 12.          Results of Operations and Financial Condition.

         On July 28, 2004, Mid Penn Bancorp, Inc., announced it results of
operations for the quarter ended June 30, 2004. A copy of the related press
release is being furnished as Exhibit 99.1 to this Form 8-K.







                                    SIGNATURE

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



                                           (Registrant)


                                           /s/  Alan W. Dakey
Dated: July 28, 2004                       -------------------------------------
                                           Alan W. Dakey
                                           President and Chief Executive Officer


                                  EXHIBIT INDEX



                                                                    PAGE NO. IN
                                                                     MANUALLY
                                                                      SIGNED
EXHIBIT NO.                                                          ORIGINAL

99.1               Press Release, dated July 28, 2004.

EX-99.1

                                                                 Exhibit 99.1



                    MID PENN BANCORP, INC. DECLARES DIVIDEND
                       AND REPORTS SECOND QUARTER EARNINGS

         (Millersburg, PA) - The Board of Directors of Mid Penn Bancorp, Inc.
(AMEX - MBP), parent company of Mid Penn Bank, has declared a quarterly cash
dividend of 20 cents per share, payable Monday, August 23, 2004, to shareholders
of record Wednesday, August 11, 2004. Based on its current market price of
$29.55, Mid Penn Bancorp, Inc. stock currently returns a dividend yield of 2.7%.

         Mid Penn Bancorp, Inc. also announced earnings for the first half of
2004 of $2,059,000 compared to $2,319,000 earned in the first half of 2003.
Earnings per share were $.65 per share for the first six months of 2004 compared
to $.73 per share for the same period of 2003. The return on equity was 11.8%.

         Net income for the second quarter of 2004 amounted to $973,000, or $.30
per share, compared to $1,267,000, or $.40 per share, in the same period of
2003. Mid Penn Bank booked a provision for possible loan losses of $425,000
during the quarter compared to no provision expense during the second quarter of
2003. The reasons for the large provision include the increased loan growth
during the quarter as well as the recognized impairment of a commercial real
estate loan.

         Total assets at the end of the second quarter of 2004 were
approximately $399 million, versus $362 million the prior year, an increase of
10%. Total loans of $262 million increased by $42 million or 19.7% at June 30,
2004, compared to the prior year. Total deposits as of the same date were $303
million compared to $275 million the prior year, an increase of 10%.

         On June 14, 2004, Mid Penn Bank consummated the purchase of
approximately $2.5 million in loans and the assumption of $7.2 million in
deposits from the Dauphin Office of Vartan National Bank.

         Mid Penn Bank has been an independently owned community bank since 1868
and is committed to remaining a progressive, independent community bank offering
a full line of business, personal and trust services.

         Mid Penn Bancorp, through its subsidiary, Mid Penn Bank, operates
eleven offices in Dauphin, Northumberland, Schuylkill, and Cumberland Counties.
For more information, visit Mid Penn's website at www.midpennbank.com and view
the Investor Relations page where comprehensive information is available
concerning the corporation.