8-K

UNITED STATES

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 (Date of earliest event reported): April 23, 2008

Mid Penn Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	1-13677	25-1666413
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

349 Union Street, Millersburg, Pennsylvania	17061
(Address of principal executive offices)	(Zip Code)

(717).692.2133

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

MID PENN BANCORP, INC.

CURRENT REPORT ON FORM 8-K

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 28, 2008, Mid Penn Bancorp, Inc. (“Corporation”) issued a press release discussing its financial results for the first quarter of 2008. Attached hereto as Exhibit 99.1 is a copy of the Corporation’s press release dated April 28, 2008.

The information provided in this Current Report on Form 8-K, including the attached exhibit, is being provided pursuant to Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

Exhibit Number	Description
99.1	Press Release dated April 28, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	MID PENN BANCORP, INC.
Date: April 28, 2008	By:	/s/Alan W. Dakey
	Title:	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

DATE:	April 28, 2008
CONTACT:	Alan W. Dakey
	President & CEO
	Mid Penn Bancorp, Inc.
	349 Union Street
	Millersburg, PA 17061
	(717) 692-2133

MID PENN BANCORP, INC. DECLARES QUARTERLY CASH DIVIDEND

AND REPORTS INCREASED FIRST 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, May 26, 2008, to shareholders of record Wednesday, May 7, 2008.

Mid Penn Bancorp, Inc. also announced earnings for the first quarter of 2008 of $1,173,000 compared to $1,084,000 earned in the first quarter of 2007. Earnings per share were $.34 per share compared to $.31 per share for the first quarter of 2007, an increase of 9.7%. Higher earning asset levels during the first quarter of 2008 provided increased earnings during the quarter.

Total assets at the end of the first quarter of 2008 were approximately $536 million, versus $492 million the prior year, an increase of 8.9%. Total loans of $389 million increased by $34 million or 9.6% at March 31, 2008, compared to the prior year. Total deposits as of the same date were $406 million compared to $380 million the prior year, an increase of 6.8%.

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 Bank did not participate in offering any sub-prime mortgage lending.

Mid Penn Bancorp, through its subsidiary Mid Penn Bank, operates 15 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 Mid Penn Bancorp, Inc.