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): June 25, 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))

CURRENT REPORT ON FORM 8-K

Item 5.02 Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 25, 2008, the Executive Deferred Compensation Agreement dated as of July 24, 2002 between Mid Penn Bank and Alan W. Dakey, President and Chief Executive Officer of the Registrant was amended effective July 1, 2008. The amendment provides for an interest rate to be compounded semi-annually on the account balance using an annual rate equal to the five year treasury rate plus 2%. The interest rate was previously 8%. All other terms of the agreement remain in effect.

Item 8.01 Other Events.

On June 25, 2008, the Registrant’s Board of Directors terminated the Registrant’s Stock Repurchase Program effective June 30, 2008. A press release announcing the termination of the Stock Repurchase Program is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements and Exhibits

None.

(b) Pro Forma Financial Information

None.

(c) Shell Company Transactions

None.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated as of June 30, 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.
	(Registrant)
Dated: June 30, 2008	/s/ Kevin W. Laudenslager
	Kevin W. Laudenslager
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

DATE:	June 30, 2008
CONTACT:	Alan W. Dakey
	President & CEO
	Mid Penn Bancorp, Inc.
	349 Union Street
	Millersburg, PA 17061
	(717) 692-2133

MID PENN BANCORP, INC.

STOCK REPURCHASE PROGRAM TERMINATED

(Millersburg, PA) – A Mid Penn Bancorp, Inc. (AMEX - MBP) Stock Repurchase Program approved by the Board of Directors in September 2005 will terminate on June 30, 2008. The program allowed for purchases totaling up to 250,000 shares. The Company’s open-market purchases have accumulated 34,504 shares, or just 13.8% allowable under the program, during the 33 months since its inception. Despite a weak general market, Mid Penn Bancorp’s stock price reached 52-week highs during the past week. Due to the limited trading volume, compounded by the recent strong share price, Mid Penn Bancorp’s Board of Directors and management decided at the June 25, 2008 Board Meeting to end this program effective June 30, 2008, and directed management to design a new stock repurchase program, focusing on privately negotiated blocks of stock, to be evaluated in the coming months.

Mid Penn Bancorp, Inc., through its subsidiary Mid Penn Bank, operates 15 offices in Dauphin, Northumberland, Schuylkill and Cumberland Counties. Mid Penn Bank is a full-service banking institution that has not participated in any sub-prime lending activities. For more information about Mid Penn Bancorp, visit www.midpennbank.com.

This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various factors. Such factors include the possibility that increased demand or prices for the Corporation’s financial services and products may not occur, changing economic and competitive conditions, technological developments, and other risks and uncertainties, including those detailed in the Corporation’s filings with the Securities and Exchange Commission.