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 - October 29, 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 October 29, 2004, issued by Mid
                           Penn Bancorp, Inc.


Item 12. Results of Operations and Financial Condition.

         On October 29, 2004, Mid Penn Bancorp, Inc., announced it results of
operations for the quarter ended September 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)


Dated:  October 29, 2004
                                          Alan W. Dakey  /s/,
                                          President and Chief Executive Officer


                                  EXHIBIT INDEX



                                                                    PAGE NO. IN
                                                                     MANUALLY
                                                                      SIGNED
EXHIBIT NO.                                                          ORIGINAL

99.1               Press Release, dated October 29, 2004.

EX-99.1

                                                                 Exhibit 99.1



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

         (Millersburg, PA) - The Board of Directors of Mid Penn Bancorp, Inc.
(AMEX - MBP), parent company of Mid Penn Bank, declared a quarterly cash
dividend of 20 cents per share, payable Monday, November 22, 2004, to
shareholders of record Wednesday, November 10, 2004.

         Mid Penn Bancorp, Inc. also reported earnings of $1,057,000 for the
third quarter of 2004 compared to $1,086,000 earned in the prior year's third
quarter.

         Earnings per share for the third quarter of 2004 amounted to $.33
compared to $.34 during the same period of 2003. The return on equity was 12.1%.
The main reason for the decrease in earnings was the larger provision for
possible loan losses booked during the second and third quarters of 2004. These
provisions were made as a result of the increased loan growth and the recognized
impairment of a commercial real estate loan.

         Total assets at September 30, 2004, were approximately $399 million, an
increase of 6.9% from the prior year. Gross loans of $277,173,000 increased by
$42 million or 18.2% at September 30, 2004, compared to the prior year. The
increase in loans was primarily in the commercial loan portfolio. Loan quality
ratios remained strong, with non-performing loans and delinquency levels within
bank targets.

         Total deposits as of September 30, 2004, were $301 million compared to
$288 million the prior year, an increase of 4.6%. Deposit growth was experienced
in time deposit accounts as well as in demand deposits.

         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 11
offices in Dauphin,
Northumberland, Schuylkill, and Cumberland Counties. For more information, visit
www.midpennbank.com and view the Investor Relations page where comprehensive
information is available concerning the corporation.