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): October 8, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on August 27, 2008, the Registrant’s Board of Directors authorized management to transfer the listing of its common stock from The American Stock Exchange (AMEX) to The NASDAQ Stock Market (NASDAQ). The Registrant has since received approval on its application for listing on NASDAQ and expects to begin trading on NASDAQ under its current symbol “MPB” on or about October 21, 2008.

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 October 8, 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: October 8, 2008	/s/ Alan W. Dakey
	Alan W. Dakey President and Chief Executive Officer

EX-99.1

Exhibit 99.1

DATE:	October 8, 2008
CONTACT:	Alan W. Dakey
	President & CEO
	Mid Penn Bancorp, Inc.
	349 Union Street
	Millersburg, PA 17061
	(717) 692-2133

MID PENN BANCORP, INC.

TO SWITCH TO THE NASDAQ STOCK MARKET

(Millersburg, PA) – Mid Penn Bancorp, Inc. (AMEX: MPB), parent company of Mid Penn Bank, previously announced its decision to switch the listing of its common stock from the American Stock Exchange to The NASDAQ Stock Market LLC^®. Mid Penn Bancorp, Inc. has now received approval on its application for listing on NASDAQ. It is anticipated the change will occur on or about October 21, 2008. Mid Penn Bancorp, Inc. will continue to trade under the MPB symbol.

“This decision was reached after careful consideration by our Board,” said Alan W. Dakey, President and Chief Executive Officer of Mid Penn Bancorp, Inc. “We believe NASDAQ will provide our company with enhanced exposure and liquidity, while at the same time provide investors with the best prices, the fastest execution, and lowest cost per trade. As the world’s largest electronic stock market, NASDAQ promotes innovation and attracts leading growth companies from a diverse group of market sectors. We are proud to be a part of The NASDAQ Stock Market.”

Mid Penn Bank, celebrating its 140^th anniversary this year, 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 15 offices in Dauphin, Northumberland, Schuylkill, and Cumberland Counties and has assets of approximately $552 million. For more information, visit www.midpennbank.com and view the Investor Relations page where comprehensive information is available concerning the corporation.

NASDAQ^® is the largest U.S. electronic stock market. With approximately 3,200 companies, it lists more companies and, on average, its systems trade more shares per day than any other U.S. market. NASDAQ is home to companies that are leaders across all areas of business including technology, retail, communications, financial services, transportation, media and biotechnology. For more information about NASDAQ, visit the NASDAQ website at http://www.nasdaq.com.

This press release contains “forward looking” information as defined by the Private Securities Litigation Reform Act of 1995, which is based on Mid Penn’s current expectations, estimates and projections about future events and financial trends affecting the financial condition of its business. These statements are not historical facts or guarantees of future performance, events, or results. Such statements involve potential risks and uncertainties and, accordingly, actual performance results may differ materially. Mid Penn undertakes no obligation to publicly update or revise forward looking information, whether as a result of new, updated information, future events, or otherwise.