FORM 10-Q/A

Amendment No.1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended: June 30, 2005

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

For the transition period from:                      to

Commission file number: 0-26366

ROYAL BANCSHARES OF PENNSYLVANIA, INC.

(Exact name of the registrant as specified in its charter)

PENNSYLVANIA	23-2812193
(State or other jurisdiction of	(IRS Employer
incorporated or organization)	identification No.)

732 Montgomery Avenue, Narberth, PA 19072

(Address of principal Executive Offices)

(610) 668-4700

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the bank (1) has filed all reports required to be filed by Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the bank was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  þ     No  o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act 12b-2).Yes  þ     No  o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class A Common Stock	Outstanding at July 31, 2005
$2.00 par value	10,493,526
Class B Common Stock	Outstanding at July 31, 2005
$.10 par value	1,973,531

EXPLANATORY NOTE

As discussed in Note 13 to the notes to consolidated financial statements included herein, Royal Bancshares of Pennsylvania, Inc. (the “Company”) is amending the consolidated statement of cash flows for the six months ended June 30, 2005, included in the Company’s Form 10-Q for the quarter end June 30, 2005, (the “Form 10-Q”). As further described in a current report on Form 8-K filed on December 22, 2006, the restatement of the consolidated statement of cash flows results principally from a misclassification of certain cash flows relating to cash derived from equity real estate investments received during the period.

The Form 10-Q as amended hereby continues to speak as of the date of the originally filed Form 10-Q, and the disclosures have not been updated to speak as of any later date. Any items in Form 10-Q that are not expressly changed hereby shall be as set forth in the Form 10-Q, as previously filed. All information contained in this Amendment No. 1 and the originally filed Form 10-Q is subject to updating and supplementing as provided in the Company’s periodic reports filed with the Securities and Exchange Commission subsequent to the filing of the Form 10-Q.

Pursuant to SEC Rule 12-b-15, in connection with this Amendment No. 1 on Form 10-Q/A, the Company is filing updated Exhibits 31(v), 31(vi), 32(iii) and 32(iv).

TABLE OF CONTENTS

	ITEM 1- Part 1. Financial Statements
	ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
	ITEM 4 — CONTROLS AND PROCEDURES
PART II — OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 2. Changes in Securities and use of Proceeds
	Item 3. Default and Upon Senior Securities
	Item 4. Submission of Matters to Vote Security Holders
	Item 5. Other Information
	Item 6. Exhibits
SIGNATURES
SECTION 302 CERTIFICATION FOR CEO
SECTION 302 CERTIFICATION FOR CFO
SECTION 906 CERTIFICATION OF CEO
SECTION 906 CERTIFICATION OF CFO

ITEM 1- Part 1. Financial Statements

Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
(dollars in thousands, except share data)	June 30, 2005			Dec 31, 2004
ASSETS
Cash and due from banks	$	16,470		$	26,109
Federal funds sold		11,800			1,000
Total cash and cash equivalents		28,270			27,109
Investment securities held to maturity (HTM) (fair value of $239,745 at June 30, 2005 and $211,865 at December 31, 2004)		240,538			212,227
Investment securities available for sale (AFS) – at fair value		372,530			372,034
Loans held for sale		1,062			2,204
Loans 198,419,480		511,997			467,294
Less allowance for loan losses		10,295			12,519
Net loans		501,702			454,775
Premises and equipment, net		54,067			72,433
Accrued interest and other assets		65,530			64,492
Total assets	$	1,263,699		$	1,205,274
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Deposits
Non-interest bearing	$	64,065		$	64,371
Interest bearing (includes certificates of deposit in excess of $100 of $151,844 at June 30, 2005 and $90,596 at December 31, 2004)		637,054			678,011
Total deposits		701,119			742,382
Accrued interest payable		5,807			5,602
Borrowings		399,039			304,023
Other liabilities		8,827			8,736
Total liabilities		1,114,792			1,060,743
MINORITY INTEREST		3,122			3,655
Stockholders’ equity
Common stock
Class A, par value $2 per share; authorized, 18,000,000 shares; issued, 10,493,526 at June 30, 2005 and 10,276,672 at December 31, 2004		20,987			20,553
Class B, par value $.10 per share; authorized, 2,000,000 shares; issued, 1,973,531 at June 30, 2005 and 1,939,490 at December 31, 2004		197			194
Additional paid in capital		98,828			92,037
Retained earnings		24,781			26,558
Accumulated other comprehensive income		3,257			3,799
		148,050			143,141
Treasury stock — at cost, shares of Class A, 215,388 at June 30, 2005, and December 31, 2004		(2,265	)		(2,265	)
Total stockholders’ equity		145,785			140,876
Total liabilities and stockholders’ equity	$	1,263,699		$	1,205,274

The accompanying notes are an integral part of these statements.

Royal Bancshares of Pennsylvania, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

	Three months ended
	June 30,
(in thousands, except per share data)	2005			2004
Interest income
Loans, including fees	$	12,166		$	10,017
Investment securities held to maturity		2,227			1,220
Investment securities available for sale		4,908			5,095
Deposits in banks		18			146
Federal funds sold		11			30
TOTAL INTEREST INCOME		19,330			16,508
Interest expense
Deposits		4,069			4,288
Borrowings		3,626			2,681
TOTAL INTEREST EXPENSE		7,695			6,969
NET INTEREST INCOME		11,635			9,539
Provision for loan losses		—			4
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		11,635			9,535
Other income
Service charges and fees		288			318
Net (loss) gains on sales of investment securities		(88	)		33
Income related to equity investments		2,952			1,903
Gains on sales of other real estate		404			542
Gains on sales of loans		103			252
Other income		221			416
		3,880			3,464
Other expenses
Salaries and wages		2,391			2,200
Employee benefits		1,550			558
Occupancy and equipment		408			358
Expenses related to equity investments		968			1,170
Other operating expenses		2,252			2,496
		7,569			6,782
INCOME BEFORE INCOME TAXES		7,946			6,217
Income taxes		704			1,823
NET INCOME	$	7,242		$	4,394
Net income – basic	$	.58		$	.35
Net income – diluted	$	.57		$	.35
Cash dividend – Class A shares	$	.25		$	.25
Cash dividend – Class B shares	$	.2875		$	.2875

The accompanying notes are an integral part of these statements.

Royal Bancshares of Pennsylvania, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

	Six months ended
	June 30,
(in thousands, except per share data)	2005		2004
Interest income
Loans, including fees	$	22,292	$	20,652
Investment securities held to maturity		4,475		2,393
Investment securities available for sale		9,697		10,651
Deposits in banks		41		287
Federal funds sold		29		53
TOTAL INTEREST INCOME		36,534		34,036
Interest expense
Deposits		8,079		8,655
Borrowings		6,982		5,044
TOTAL INTEREST EXPENSE		15,061		13,699
NET INTEREST INCOME		21,473		20,337
Provision for loan losses		1		5
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		21,472		20,332
Other income
Service charges and fees		581		671
Net gains on sales of investment securities		162		226
Income related to equity investments		4,395		3,760
Gains on sales of other real estate		693		874
Gains on sales of loans		228		431
Other income		434		685
		6,493		6,647
Other expenses
Salaries and wages		4,705		4,290
Employee benefits		2,126		1,070
Occupancy and equipment		817		741
Expenses related to equity investments		1,788		2,898
Other operating expenses		4,492		4,359
		13,928		13,358
INCOME BEFORE INCOME TAXES		14,037		13,621
Income taxes		2,474		4,063
NET INCOME	$	11,563	$	9,558
Per share data
Net income – basic	$	.92	$	.76
Net income – diluted	$	.92	$	.76
Cash dividend – Class A shares	$	.50	$	.50
Cash dividend – Class B shares	$	.575	$	.575

The accompanying notes are an integral part of these statements.

Royal Bancshares of Pennsylvania, Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME
Six Months ended June 30, 2005
(UNAUDITED)

																			Accumulated
											Additional								Other
	Class A Common Stock				Class B Common Stock						Paid in		Retained			Treasury			Comprehensive			Comprehensive
(dollars in thousands, except per share data)	Shares		Amount		Shares			Amount			Capital		Earnings			Stock			Income (loss)			Income
Balance, January 1, 2005		10,277	$	20,553		1,939		$	194		$	92,037	$	26,558		$	(2,265	)	$	3,799
Net income		—		—		—			—			—		11,563			—			—		$	11,563
Conversion of Class B common stock to Class A Common stock		6		12		(4	)		(1	)		—		(11	)		—			—			—
Purchase of treasury stock		—		—		—			—			—		—			—			—			—
2% stock dividend		201		402		39			4			6,640		(7,046	)		—			—
Cash dividends on common stock														(6,271	)
Cash in lieu of fractional shares		—		—		—			—			—		(12	)		—			—			—
Stock options exercised		10		20		—			—			151		—			—			—			—
Other comprehensive loss, net of reclassification adjustment and tax benefit of $292		—		—		—			—			—		—			—			(542	)		(542	)
Comprehensive income																						$	11,021
Balance, June 30, 2005		10,494	$	20,987		1,974		$	197		$	98,828	$	24,781		$	(2,265	)	$	3,257

     The accompanying notes are an integral part of the financial statement.

Royal Bancshares of Pennsylvania, Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME
Six Months ended June 30, 2004
(UNAUDITED)

																			Accumulated
											Additional								Other
	Class A Common Stock				Class B Common Stock						Paid in		Retained			Treasury			Comprehensive			Comprehensive
(dollars in thousands, except per share data)	Shares		Amount		Shares			Amount			Capital		Earnings			Stock			Income (loss)			Income
Balance, January 1, 2004		10,027	$	20,054		1,909		$	191		$	85,448	$	24,989		$	(2,265	)	$	6,415
Net income for the three months ended June 30,		—		—		—			—			—		9,558			—			—		$	9,558
Conversion of Class B common stock to Class A Common stock		7		14		(6	)		(1	)		—		(13	)		—			—			—
Purchase of treasury stock		—		—		—			—			—		—			—			—			—
2% stock dividend declared		196		392		39			4			5,842		(6,237	)		—			—
Cash dividends on common stock														(6,063	)
Cash in lieu of fractional shares		—		—		—			—			—		(11	)		—			—			—
Stock options exercised		7		14		—			—			74		—			—			—			—
Other comprehensive income, net of reclassification adjustment and tax benefit of $1,783		—		—		—			—			—		—			—			(3,311	)		(3,311	)
Comprehensive income																						$	6,247
Balance, June 30, 2004	$	10,237	$	20,474		1,942		$	194		$	91,364	$	22,223		$	(2,265	)	$	3,104

     The accompanying notes are an integral part of the financial statement

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six months ended June 30,
(in thousands)

	(As restated,
	see Note 13)
	2005			2004
Cash flows from operating activities
Net income	$	11,563		$	9,558
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation		591			420
Provision for loan losses		1			5
Net accretion of discounts and premiums on loans, mortgage-backed securities and investments		(433	)		1,479
Provision for deferred income taxes		(319	)		(711	)
Gains on sale of other real estate		(693	)		(874	)
Gains on sales of loans		(228	)		(432	)
Net gains on sales of investment securities		(162	)		(226	)
Gain from refinance of assets – VIE’s		(1,792	)
Changes in assets and liabilities:
(Increase) decrease in accrued interest receivable		(1,642	)		1,132
(Increase) in other assets		(1,154	)		(5,915	)
Increase in accrued interest payable		205			6,804
Increase (decrease) increase in other liabilities		890			773
Net cash provided by operating activities		6,827			12,013
Cash flows from investing activities
Proceeds from calls/maturities of HTM investment securities		36,650			89,285
Proceeds from calls/maturities of AFS investment securities		13,457			126,104
Proceeds from sales of AFS investment securities		6,000			890
Purchase of AFS investment securities		(15,137	)		(86,302	)
Purchase of HTM investment securities		(65,025	)		(155,125	)
Redemption(purchase) of FHLB Stock		(6,050	)		807
Net (increase) decrease in loans		(44,321	)		78,208
(Purchase) of premises and equipment		1,245			(827	)
Cash disbursed to partners due to sale or refinance of assets – VIE’s		(2,485	)		—
Net cash in VIE Deconsolidated under FIN 46 other than from sale		(439	)		—
Distributions received from VIE’s		50			—
(Purchase) sales of premises and equipment relating to VIE		5,091			(62,937	)
Net cash (used in) investing activities		(70,964	)		(9,897	)
Cash flows from financing activities:
Net (decrease) in non-interest bearing and interest bearing demand deposits and savings accounts		(108,220	)		(5,280	)
Net increase (decrease) increase in certificates of deposit		66,957			(22,106	)
Mortgage payments		(36	)		(31	)
Net increase in FHLB borrowings		108,500			—
Mortgage debt incurred by VIE		19,060			—
Repayment of mortgage debt – VIE’s		(14,851	)		55,762
Cash dividends		(6,271	)		(6,064	)
Cash in lieu of fractional shares		(12	)		(11	)
Issuance of common stock under stock option plans		171			87
Net cash provided by financing activities		65,298			22,357

	(As restated,
	see Note 13)
	2005		2004
NET INCREASE IN CASH AND CASH EQUIVALENTS		1,161		24,473
Cash and cash equivalents at beginning of year		27,109		25,070
Cash and cash equivalents at end of year	$	28,270	$	49,543

The accompanying notes are an integral part of these statements.

ROYAL BANCSHARES OF PENNSYLVANIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The accompanying unaudited consolidated financial statements include the accounts of Royal Bancshares and its wholly-owned subsidiaries, Royal Investments of Delaware, Inc. and Royal Bank, including Royal Bank’s subsidiaries, Royal Real Estate of Pennsylvania, Inc., Royal Investments America, LLC, and 60% ownership of Crusader Servicing Corporation. The two recently formed Delaware trusts, Royal Bancshares Capital Trust I and Royal Bancshares Capital Trust II are not consolidated per requirements under FIN 46(R). These financial statements reflect the historical information of the Company. All significant inter-company transactions and balances have been eliminated.

1.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information. The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments) that are, in opinion of management, necessary to present a fair statement of the results for the interim periods. These interim financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2004. The results of operations for the three-month period and the six-month period ended June 30, 2005, are not necessarily indicative of the results to be expected for the full year.

2.

Segment Information

          Royal Bancshares’ Community Banking segment consists of commercial and retail banking. The community banking business segment is managed as a single strategic unit which generates revenue from a variety of products and services provided by Royal Bank. For example, commercial lending is dependent upon the ability of Royal Bank to fund itself with retail deposits and other borrowings and to manage interest rate and credit risk. This situation is also similar for consumer and residential mortgage lending.

     Royal Bancshares’ Tax Lien Operation does not meet the quantitative thresholds for requiring disclosure, but has different characteristics than the community banking operation. Royal Bancshares’ tax lien operation consists of purchasing delinquent tax certificates from local municipalities at auction. The tax lien segment is managed as a single strategic unit which generates revenue from a nominal interest rate achieved at the individual auctions along with periodic penalties imposed.

     As a result of the adoption of FIN 46(R), Royal Bancshares is reporting on a consolidated basis its interest in two Equity Investments as Variable Interest Entities (“VIE”) which have different characteristics than the community banking segment. Royal Bancshares has investments in two apartment complexes.

	Three months ended June 30, 2005
	Community		Tax Lien		Equity
(in thousands)	Banking		Operation		Investments			Consolidated
Total assets	$	1,164,373	$	51,358	$	47,968		$	1,263,699
Total deposits		701,119		—		—			701,119
Net interest income	$	11,429	$	467		($261	)	$	11,635
Provision for loan losses		—		—		—			—
Other income		566		362		2,952			3,880
Other expense		6,038		563		968			7,569
Income tax expense		636		68		—			704
Net income	$	5,321	$	198	$	1,723		$	7,242

	Three months ended June 30, 2004
	Community		Tax Lien		Equity
(in thousands)	Banking		Operation		Investments			Consolidated
Total assets	$	1,070,931	$	49,984	$	64,819		$	1,185,734
Total deposits		763,672		—		—			763,672
Net interest income	$	9,375	$	757		($593	)	$	9,539
Provision for loan losses		—		4		—			4
Other income		920		641		1,903			3,464
Other expense		5,300		704		778			6,782
Income tax expense		1,691		132		—			1,823
Net income	$	3,304	$	558	$	532		$	4,394

Interest paid to the Community Banking segment by the Tax Lien Operation was approximately $659,000 and $402,000 for the three-month periods ended June 30, 2005, and 2004, respectively.

	Six-months ended June 30, 2005
	Community		Tax Lien		Equity
(in thousands)	Banking		Operation		Investments			Consolidated
Total assets	$	1,164,373	$	51,358	$	47,968		$	1,263,699
Total deposits		701,119		—		—			701,119
Net interest income	$	21,147	$	1,141		($815	)	$	21,473
Provision for loan losses		—		1		—			1
Other income		1,645		453		4,395			6,493
Other expense		11,080		1,075		1,773			13,928
Income tax expense		2,357		117		—			2,474
Net income	$	9,355	$	401	$	1,807		$	11,563

	Six-months ended June 30, 2004
	Community		Tax Lien		Equity
(in thousands)	Banking		Operation		Investments			Consolidated
Total assets	$	1,070,931	$	49,984	$	64,819		$	1,185,734
Total deposits		763,672		—		—			763,672
Net interest income	$	19,561	$	1,638		($862	)	$	20,337
Provision for loan losses		—		5		—			5
Other income		1,921		966		3,760			6,647
Other expense		9,722		1,272		2,364			13,358
Income tax expense		3,809		254		—			4,063
Net income	$	7,951	$	1,073	$	534		$	9,558

Interest paid to the Community Banking segment by the Tax Lien Operation was approximately $1.3 million and $857, for the six-month periods ended June 30, 2005, and 2004, respectively.

3.

Per Share Information

The Company follows the provisions of Statement of Financial Accounting Standards No. 128, “Earnings Per Share”. The Company has two classes of common stock currently outstanding. The classes are A and B, of which Class B has a 1:1.15 conversion rate to Class A. Basic EPS excludes dilution and is computed by dividing income available to common shareholders by the weighted average common shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. December 15, 2004 the Company declared a 2% stock dividend payable on January 12, 2005. All share and per share information has been restated to reflect this dividend. Basic and diluted EPS are calculated as follows (in thousands, except per share data):

	Three months ended June 30, 2005
	Income		Average shares		Per share
	(numerator)		(denominator)		Amount
Basic EPS
Income available to common shareholders	$	7,242		12,545	$	0.58
Effect of dilutive securities
Stock options				78		(0.01	)
Diluted EPS
Income available to common shareholders plus assumed exercise of options	$	7,242		12,623	$	0.57

	Three months ended June 30, 2004
	Income		Average shares		Per share
	(numerator)		(denominator)		Amount
Basic EPS
Income available to common shareholders	$	4,394		12,518	$	0.35
Effect of dilutive securities
Stock options				62		—
Diluted EPS
Income available to common shareholders plus assumed exercise of options	$	4,394		12,580	$	0.35

The tables above do not include 418 thousand options granted that have an exercise price above the market value at June 30, 2005. No options were anti dilutive for the period ended June 30, 2004.

	Six months ended June 30, 2005
	Income		Average shares		Per share
	(numerator)		(denominator)		Amount
Basic EPS
Income available to common shareholders	$	11,563		12,543	$	0.92
Effect of dilutive securities
Stock options				84		—
Diluted EPS
Income available to common shareholders plus assumed exercise of options	$	11,563		12,627	$	0.92

	Six months ended June 30, 2004
	Income		Average shares		Per share
	(numerator)		(denominator)		Amount
Basic EPS
Income available to common shareholders	$	9,558		12,495	$	0.76
Effect of dilutive securities
Stock options				88		—
Diluted EPS
Income available to common shareholders plus assumed exercise of options	$	9,558		12,583	$	0.76

The tables above do not include 252 thousand options granted that have an exercise price above the market value at June 30, 2005. No options were anti dilutive for the six-month period ended June 30, 2004.

4.	Investment Securities:
	The carrying value and approximate market value of investment securities at June 30, 2005 are as follows:

	Amortized		Gross		Gross			Approximate
	Purchased		Unrealized		Unrealized			Fair		Carrying
(in thousands)	Cost		Gains		Losses			Value		Value
Held to maturity:
Mortgage Backed	$	199	$	—	$	—		$	199	$	199
US Agencies		195,000		9		(1,466	)		193,543		195,000
Other Securities		45,339		664		—			46,003		45,339
	$	240,538	$	673		($1,466	)	$	239,745	$	240,538
Available for sale:
Federal Home Loan Bank Stock – at cost	$	17,150	$	—	$	—		$	17,150	$	17,150
Mortgage Backed		46,320		219		(151	)		46,388		46,388
CMO’s		26,357		73		(63	)		26,367		26,367
US Agencies		94,978		42		(1,188	)		93,832		93,832
Other securities		182,714		6,714		(635	)		188,793		188,793
	$	367,519	$	7,048		($2,037	)	$	372,530	$	372,530

5. Allowance for Loan Losses: Changes in the allowance were as follows:

	Three months ended June 30,
	2005			2004
(in thousands)
Balance at beginning of period	$	12,495		$	12,467
Loans charged-off		(2,259	)		(34	)
Recoveries		59			102
Net charge-offs and recoveries		(2,200	)		68
Provision for loan losses		—			4
Balance at end of period	$	10,295		$	12,539

	Six months ended June 30,
	2005			2004
(in thousands)
Balance at beginning of period	$	12,519		$	12,426
Loans charged-off		(2,292	)		(91	)
Recoveries		67			199
Net charge-offs and recoveries		(2,225	)		108
Provision for loan losses		—			5
Balance at end of period	$	10,295		$	12,539

6.	Non-performing loans
	Loans on which the accrual of interest has been discontinued or reduced amounted to approximately $7.2 million and $6.8 million at June 30, 2005 and 2004, respectively. Although the Company has non-performing loans of approximately $7.2 million at June 30, 2005, management believes it has adequate collateral to limit its credit risk with these loans.
	The balance of impaired loans, which included the loans on which the accrual of interest has been discontinued, was approximately $7.2 million and $6.8 million at June 30, 2005 and 2004, respectively. The Company identifies a loan as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the loan agreements. Although the Company recognizes the balances of impaired loans when analyzing its loan loss reserve, the allowance for loan loss associated with impaired loans was $1.1 million at June 30, 2005. The income that was recognized on impaired loans during the three-month and six-month periods ended June 30, 2005 was $-0-. The cash collected on impaired loans during the same period was $1.1 million all of which was credited to the principal balance outstanding on such loans. The Company’s policy for interest income recognition on impaired loans is to recognize income on currently performing restructured loans under the accrual method. The Company recognizes income on non-accrual loans under the cash basis when the principal payments on the loans become current and the collateral on the loan is sufficient to cover the outstanding obligation to the Company. If these factors do not exist, the Company does not recognize income.

7.	Pension Plan
	The Company has a noncontributory nonqualified defined benefit pension plan covering certain eligible employees. The Company-sponsored pension plan provides retirement benefits under pension trust agreements and under contracts with insurance companies. The benefits are based on years of service and the employee’s compensation during the highest consecutive years during the last 10 years of employment. The Company’s policy is to fund pension costs allowable for income tax purposes.
	Net periodic defined benefit pension expense for the three months and six months ended June 30, 2005 and 2004 included the following components:

	Three months ended				Six months ended
	June 30,				June 30,
(in thousands)	2005		2004		2005		2004
Service cost	$	1,053	$	274	$	1,259	$	382
Interest cost		68		43		133		106
Net periodic benefit cost	$	1,121	$	317	$	1,392	$	488

The total accumulated benefit obligation under the plan including adjustments is estimated to be $6.2 million at December 31, 2005.

8.	Stock-based Compensation
	At June 30, 2005, the Company had both a director and employee stock-based compensation plan. The Company accounts for the plan under the recognition and measurement provisions of Accounting Principals Board No. 25, “Accounting for Stock Issued to Employee,” and related interpretations. Stock-based employee compensation costs are not reflected in net income, as all options granted under the plan had an exercise price equal to the market value under the underlying common stock of the date of the grant.
	The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 148 “Accounting for Stock-Based Compensation—Transition and Disclosure” (“SFAS No. 148”) in December 2002. SFAS No. 148 amends the disclosure and certain transition provisions of SFAS No. 123 “Accounting for Stock-Based Compensation”. The new disclosure provisions are effective for financial statements for fiscal years ending after December 15, 2002 and financial reports containing condensed financial statements for interim periods beginning after December 15, 2002.
	The following table provides the disclosure required by SFAS No. 148 and illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation.

	Three months ended						Six months ended
	June 30,						June 30,
(in thousands, except per share data)	2005			2004			2005			2004
Net income, as reported	$	7,242		$	4,394		$	11,563		$	9,558
Less: Stock-based compensation costs under fair value based method for all awards, net of related tax effect		(123	)		(106	)		(246	)		(212	)
Pro forma net income	$	7,119		$	4,288		$	11,317		$	9,346
Earnings per share – Basic As reported	$	0.58		$	0.35		$	0.92		$	0.76
Pro forma	$	0.57		$	0.34		$	0.90		$	0.75
Earnings per share – Diluted As reported	$	0.57		$	0.35		$	0.92		$	0.76
Pro forma	$	0.56		$	0.34		$	0.89		$	0.74

9.	Interest Rate Swaps
	For asset/liability management purposes, Royal Bancshares uses interest rate swap agreements to hedge various exposures or to modify interest rate characteristics of various balance sheet accounts. Such derivatives are used as part of the asset/liability management process and are linked to specific liabilities which have a high correlation between the contract and the underlying item being hedged, both at inception and throughout the hedge period.
	Royal Bancshares currently utilizes interest rate swap agreements to convert a portion of its fixed rate time deposits to a variable rate (fair value hedge) to fund variable rate loans. Interest rate swaps are contracts in which a series of interest flows are exchanged over a prescribed period. The notional amount ($75 million) on which interest payments are based is not exchanged.
10.	Variable Interest Entities (“VIE”)

     The Company, together with a real estate development company, formed Brook View Investors, L.L.C. (“Brook View”) in May 2001. Brook View was formed to construct 13 apartment buildings with a total of 116 units in a gated apartment community. The development company is the general partner of the project. The Company invested 60% of initial capital contributions with the development company holding the remaining equity interest. Upon the repayment of the initial capital contributions and a preferred return, distributions will convert to 50% for the Company and 50% for the development company. At June 30, 2005, Brook View had total assets of $12.9 million and total borrowings of $12.8 million of which $0 is guaranteed by the Company. The Company has determined that Brook View is a VIE and it is the primary beneficiary. The Company’s exposure to loss due to its investment in and receivables due from Brook View is $88,000.

     The Company, together with a real estate development company, formed Burrough’s Mill Apartment, L.L.C. (“Burrough’s Mill”) in December 2001. Burrough’s Mill was formed to construct 32 apartment buildings with a total of 308 units in a gated apartment community. The development company is the general partner of the project. The Company invested 72% of initial capital contributions with the development company holding the remaining equity interest. Upon the repayment of the initial capital contributions and a preferred return, distributions will convert to 50% for the Company and 50% for the development company. At June 30, 2005, Burrough’s Mill had total assets of $35.1 million and total borrowings of $30.0 million of which $0 is guaranteed by the Company. The Company has determined that Burrough’s Mill is a VIE and it is the primary beneficiary. The Company’s exposure to loss due to its investment in and receivables due from Burrough’s Mill is $2.5 million.

     The Company, together with a real estate investment company, formed 212 C Associates, L.P. (“212 C”) in May 2002. 212 C was formed to acquire, hold, improve, and operate office space located in Lansdale, Pennsylvania. The investment company is the general partner of the project. The Company invested 90% of initial capital contributions with the investment company holding the remaining equity interest. Upon the repayment of the initial capital contributions and a preferred return, distributions will convert to 50% for the Company and 50% for the investment company. On June 7, 2005, 212 C refinanced the debt for approximately $19.1 million which resulted in a distribution to the Company of approximately $4.0 million which paid back the Company’s original investment and accrued preferred return. In addition, the company recorded a profit of $1.8 million as result of this distribution. As a result of the transaction the Company no longer qualifies as the primary beneficiary and is no longer obligated to consolidate this VIE into the Company’s financial statement.

     The Company, together with a real estate development company, formed Main Street West Associates, L.P. (“Main Street”) in February 2002. Main Street was formed to acquire, maintain, improve, and operate office space located in Norristown, Pennsylvania. The development company is the general partner of the project. The Company invested 90% of initial capital contributions with the development company holding the remaining equity interest. Upon the repayment of the initial capital contributions and a preferred return, distributions will convert to 50% for the Company and 50% for the development company. On June 30, 2005, Main Street sold the property for approximately $5.3 million and paid back the Company’s original investment plus the accrued preferred return in full.

Trust Preferred Securities

Management has determined that Royal Bancshares Capital Trust I/II (“the Trusts”) qualify as VIE’s under FASB Interpretation 46 (FIN 46), “Consolidation of Variable Interest Entities,” as revised. The Trusts issued mandatory redeemable preferred stock to investors and loaned the proceeds to Royal Bancshares.

The Company adopted the provision under the revised interpretation, FIN 46(R), in the first quarter of 2004. Accordingly, Royal Bancshares does not consolidate the Trust. FIN 46(R) precludes consideration of the call option embedded in the preferred stock when determining if the Company has the right to a majority of the Trusts’ expected residual returns. The deconsolidation resulted in the investment in the common stock of the Trusts to be included in other assets as of June 30, 2005 and the corresponding increase in outstanding debt of $774,000. In addition, income received on the Company’s stock investment is included in other income.

11. Income Taxes.

     Total income tax expense for the three months ended June 30, 2005 was $704,000, as compared to $1.8 million for the same period in 2004. During the second quarter of 2005 the company recorded an approximate $1.7 million decrease in tax expense resulting from the completion of an Internal Revenue Service audit with respect to a valuation allowance against the deferred tax asset derived from net operating loss carryovers. For the six-month period June 30, 2005 income tax expense was $2.5 million, as compared to $4.1 million for same period in 2004. The $1.6 million decrease was primarily due the $1.7 million dollar tax benefit mentioned above.

12. Commitments, Contingencies and Concentrations

     The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit totaling $177.6 million at June 30, 2005. These instruments involve to varying degrees, elements of credit and interest rate in excess of the amount recognized in the financial statements.

     Financial instruments whose contract amounts represent potential credit risk are commitments to extend credit of approximately $175.0 million and $119.5 million and standby letters of credit of approximately $2.6 million and $1.8 million at June 30, 2005, and December 31, 2004, respectively.

13. Restatement

     In connection with the preparation of the Company’s Consolidated Statement of Cash Flows included in this Quarterly Report on Form 10-Q/A, management reconsidered the classification of certain cash flows principally relating to income derived from equity real estate investments received during the period along with the treatment of the deconsolidation of these investments. In addition the Company will amend the treatment of OREO transfers from loans and the treatment of accretion and amortization of loans and investments.

     The following table identifies the restatements made to the consolidated statement of cash flow:

	Six months ended
	June 30, 2005
	As			As
	Reported			Restated
	In 2005			for 2005
(amounts in thousands)	10-Q			10-Q
Cash Flows from Operating Activities:
Depreciation		1,440			591
Amortization of premiums and discounts on loans, mortgage-backed securities and investments		(1,881	)		(433	)
Benefit for deferred income taxes		(135	)		(319	)
Gain from refinance of assets – VIE’s		—			(1,792	)
Decrease (increase) in accrued interest receivable		1,060			(1,642	)
Increase in other assets		(1,963	)		(1,154	)
(Decrease) increase in other liabilities		(612	)		890
Net cash provided by operating activities		8,595			6,827
Cash flows from investing activities
Proceeds from calls and maturities of investments available for sale		12,727			13,457
Proceeds from sales of investment securities available for sale		6,345			6,000
Net (increased) loans		(41,457	)		(44,321	)
(Purchases) of premises and equipment		(548	)		1,245
Cash disbursed to partners – VIE’s		—			(2,485	)
Cash in VIE deconsolidated un FIN 46 other than from sale		—			(439	)
Distributions received from VIE’s		—			50
Deconsolidation of premises and equipment relating –VIE		12,976			—
Purchase of premises and equipment through –VIE’s		4,498			5,091
Net cash used in investing activities		(55,021	)		(70,964	)
Cash flows from financing activities
Mortgage payments		(34	)		(36	)
Mortgage debt incurred by – VIE’s		—			19,060
Repayment of mortgage debt – VIE’s		(13,484	)		(14,851	)
Issuance of common stock under stock option plan		151			171
Net cash provided by financing activities		47,587			65,298

14. Recent Accounting Pronouncements

In March 2005, the FASB issued Interpretation No. 47 (“FIN 47”), “Accounting for Conditional Asset Retirement Obligations,” that requires an entity to recognize a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated. FIN 47 clarifies that the term Condition Asset Retirement Obligation refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of entity. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. We are currently evaluating the impact of this standard on our Consolidated Financial Statement.

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement No. 123(R), “Share-Based Payment.” Statement No. 123(R) replaces Statement No. 123, “Accounting for Stock-Based Compensation,” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” Statement No. 123(R) requires compensation costs related to share-based payment transactions to be recognized in the financial statements over the period that an employee provides service in exchange for the award. Public companies are required to adopt the new standard using a modified prospective method and may elect to restate prior periods using the modified retrospective method. Under the modified prospective method, companies are required to record compensation cost for new and modified awards over the related vesting period of such awards prospectively and record compensation cost prospectively for the unvested portion, at the date of adoption, of previously issued and outstanding awards over the remaining vesting period of such awards. No change to prior periods presented is permitted under the modified prospective method. Under the modified retrospective method, companies record compensation costs for prior periods retroactively through restatement of such periods using the exact pro forma amounts disclosed in the companies’ footnotes. Also, in the period of adoption and after, companies record compensation cost based on the modified prospective method.

On April 14, 2005, the Securities and Exchange Commission (“SEC”) adopted a new rule that amends the compliance dates for FASB’s Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”). Under the new rule, the Company is required to adopt SFAS No. 123R in the first annual period beginning after June 15, 2005. The Company has not yet determined the method of adoption or the effect of adopting SFAS No. 123R, and it has not determined whether the adoption will result in amounts that are similar to the current pro forma disclosures under SFAS No. 123.

In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB No. 107”), “Share-Based Payment”, providing guidance on option valuation methods, the accounting for income tax effects of share-based payment arrangements upon adoption of SFAS No. 123(R), and the disclosures in MD&A subsequent to the adoption. The Company will provide SAB No. 107 required disclosures upon adoption of SFAS No. 123(R) on January 1, 2006.

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

     The following discussion and analysis is intended to assist in understanding and evaluating the changes in the financial condition and earnings performance of the Company and its subsidiaries for the three-month and six-month periods ended June 30, 2005.

     From time to time, the Company may include forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities, and similar matters in this and other filings with the Securities Exchange Commission. The Private Securities Litigation Reform Act of 1995 provides safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements. The risks and uncertainties that may affect the operations, performance development, and results of the Company’s business include the following: general economic conditions, including their impact on capital expenditures; business conditions in the banking industry; the regulatory environment; rapidly changing technology and evolving banking industry standards; competitive factors, including increased competition with community, regional and national financial institutions; new service and product offerings by competitors and price pressures and similar items.

CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES

     The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America and general practices within the financial services industry. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

Allowance for Loan Losses

     The Company considers that the determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The balance in the allowance for loan losses is determined based on management’s review and evaluation of the loan portfolio in relation to past loss experience, the size and composition of the portfolio, current economic events and conditions, and other pertinent factors, including management’s assumptions as to future delinquencies, recoveries and losses. All of these factors may be susceptible to significant change. To the extent actual outcomes differ from management’s estimates, additional provisions for loan losses may be required that would adversely impact earnings in future periods.

Income Taxes

     Under the liability method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities. Deferred tax assets are subject to management’s judgment based upon available evidence that future realization is more likely than not. If management determines that the company may be unable to realize all or part of the net deferred tax assets in the future, a direct charge to income tax expense may be required to reduce the recorded value of net deferred tax assets to the expected realizable amount.

Interest Rate Swaps

For asset/liability management purposes, Royal Bancshares uses interest rate swap agreements to hedge various exposures or to modify interest rate characteristics of various balance sheet accounts. Such derivatives are used as part of the asset/liability management process and are linked to specific liabilities which have a high correlation between the contract and the underlying item being hedged, both at inception and throughout the hedge period.

Royal Bancshares currently utilizes interest rate swap agreements to convert a portion of its fixed rate time deposits to a variable rate (fair value hedge) to fund variable rate loans. Interest rate swaps are contracts in which a series of interest flows are exchanged over a prescribed period. The notional amount ($75 million) on which interest payments are based is not exchanged.

FINANCIAL CONDITION

     Total consolidated assets as of June 30, 2005 were $1.26 billion, an increase of $50 million from the $1.21 billion reported at year-end, December 31, 2004. This increase is primarily due to a $45 million increase in the loan balance and $28 million increase in investments classified as held to maturity during the first six months of 2005, partially offset by an $18 million decrease in premises and equipment as a result of the deconsolidation of two of the VIE’s as mentioned above.

     Total loans increased $44.7 million from the $467.3 million level at December 31, 2004 to $512.0 million at June 30, 2005. This increase is attributed to an increase in lending staff, competitive interest rates and expansion of lending area into the Virginia, Washington D.C. and Northern New Jersey area. The year-to-date average balance of loans was $495.0 million at June 30, 2005.

     The allowance for loan loss decreased $2.2 million to $10.3 million at June 30, 2005 from $12.5 million at December 31, 2004. The $2.2 million reduction was attributed to a loan the Company had in Texas. The level of allowance for loan loss reserve represents approximately 2.0% of total loans at June 30, 2005 versus 2.7% at December 31, 2004. While management believes that, based on information currently available, the allowance for loan loss is sufficient to cover losses inherent in the Company’s loan portfolio at this time, no assurances can be given that the level of allowance will be sufficient to cover future loan losses or that future adjustments to the allowance will be sufficient to cover future loan losses or that future adjustments to the allowance will not be necessary if economic and/or other conditions differ substantially from the economic and other conditions considered by management in evaluating the adequacy of the current level of the allowance.

     The $28.8 million increase in total investment securities is primarily attributable to a $25 million dollar leverage strategy completed during the second quarter of 2005. This leverage strategy included a $25 million brokered deposit which was matched with an interest rate swap with an identical maturity and rate reset period.

     Total cash and cash equivalents increased $1.2 million from the $27.1 million level at December 31, 2004 to $28.3 million at June 30, 2005. This balance was held for anticipated funding needs in the lending area.

     Total deposits, the primary source of funds, decreased $41.3 million to $701.1 million at June 30, 2005, from $742.4 million at December 31, 2004. The balance of brokered deposits was $107.0 million, representing approximately 15% of total deposits at June 30, 2005. Generally, these brokered deposits cannot be redeemed prior to the stated maturity, except in the event of the death or adjudication of incompetence of the deposit holder.

     Total borrowings increased $95.0 million to $399.0 million at June 30, 2005, from $304.0 million at December 31, 2004. This increase is primarily attributed to the utilization of FHLB borrowings, in the amount of $108.5 million, for funding of loan volume and covering the decline in the balance of higher

yielding deposits. This increase in FHLB borrowings was partially offset by the deconsolidation of two VIE’s as mentioned above which resulted in a reduction in borrowings of $13.5 million.

     Consolidated stockholders’ equity increased $4.9 million to $145.8 million at June 30, 2005 from $140.9 million at December 31, 2004. This increase is primarily due to increased earnings in excess of dividends paid during the six month period.

RESULTS OF OPERATIONS

     Results of operations depend primarily on net interest income, which is the difference between interest income on interest earning assets and interest expense on interest bearing liabilities. Interest earning assets consist principally of loans and investment securities, while interest bearing liabilities consist primarily of deposits and borrowings. Net income is also effected by the provision for loan losses and the level of non-interest income as well as by non-interest expenses, including salary and employee benefits, occupancy expenses and other operating expenses.

     Consolidated net income for the three months ended, June 30, 2005 was $7.2 million or $0.58 basic earnings per share, as compared to net income of $4.4 million or $0.35 basic earnings per share for the same three month period in 2004. Consolidated net income for the six months ended, June 30, 2005 was $11.6 million or $0.92 basic earnings per share, as compared to net income of $9.6 million or $0.76 basic earnings per share for the same six month period in 2004.

     For the second quarter of 2005, net interest income was $11.6 million as compared to $9.5 million for the same quarter in 2004, an increase of $2.1 million. This increase is primarily due to an exit fee collected on a mezzanine loan in the amount $1.3 million which is recorded under interest and fees earned on loans. Net interest income for the six-month period ended June 30, 2005 was $21.5 million as compared to $20.3 million, an increase of $1.2 million. This increase is primarily due to the $1.3 million exit fee received along with an increase in interest income of $1.2 million (excluding the exit fee received). The increase in interest income is attributed to an increase in the average loan balance of $24.8 million. The $2.5 million increase in interest income was partially offset by an increase in interest expense of $1.3 million, which mainly resulted from an increase in average borrowings and deposits of $23.5 million.

     There was no provision for loan losses taken during the second quarter of 2005 as compared to the $4 thousand taken during the second quarter of 2004. Charge-offs and recoveries for the second quarter of 2005 were $2.3 million and $59,000, as compared to $34,000 and $102,000 for the second quarter of 2004, respectively. Charge-offs and recoveries for the six month period ended June 30, 2005 were $2.3 million and $67,000 respectively as compared to $91,000 and $199,000 for the same period in 2004. Overall, management considers the current level of allowance for loan loss to be adequate at June 30, 2005.

     Total non-interest income for the three-month period ended June 30, 2005 was $3.9 million as compared to $3.5 million for the same three-month period in 2004. During the second quarter of 2005 the company recorded a $1.8 million gain as a result of the distribution from 212 C as mentioned in Variable Interest Entities. Total non-interest income for the six-month period ended June 30, 2005 was $6.5 million as compared to the $6.6 million for the same period during 2004. This decrease is a result of the deconsolidation of the two VIE’s in the amount of $1.4 million which is offset by the $1.8 million gain from 212 C.

     Total non-interest expense for the three months ended June 30, 2005 was $7.6 million, as compared to $6.8 million for the same period in 2004, an increase of $800,000. The increase is primarily attributed to three items, the first is an additional expense of approximately $930,000 related to the Company’s pension fund as a result of changes to the plan, the write down of an asset, in the approximate amount of $420,000, on the books related a sublease that was terminated, and the reversal of losses that were previously booked, in the approximate amount of $400,000, related to the Main Street West VIE, which the Company was paid in full on its’ investment following the sale of the property during the second quarter of 2005. Total non-interest expense for the six-month period ended June 30, 2005 was $13.9 million, as compared to $13.4 million for the same period in 2004, an increase of $500,000. The increase is primarily attributed to the same three items mentioned above.

     Total income tax expense for the three months ended June 30, 2005 was $704,000, as compared to $1.8 million for the same period in 2004. During the second quarter of 2005 the company recorded an approximate $1.7 million decrease in tax expense resulting from the completion of an Internal Revenue Service audit with respect to a valuation allowance against the deferred tax asset derived from net operating loss carryovers. For the six-month period June 30, 2005 income tax expense was $2.5 million, as compared to $4.1 million for same period in 2004. The $1.6 million decrease was primarily due the $1.7 million dollar tax benefit mentioned above.

CAPITAL ADEQUACY

     The company is required to maintain minimum amounts of capital to total “risk weighted” assets and a minimum Tier 1 leverage ratio, as defined by the banking regulators. At June 30, 2005, the Company was required to have a minimum Tier 1 and total capital ratios of 4% and 8%, respectively, and a minimum Tier 1 leverage ratio of 3% plus an additional 100 to 200 basis points.

     The table below provides a comparison of Royal Bancshares of Pennsylvania’s and Royal Bank risk-based capital ratios and leverage ratios:

	Royal Bancshares						Royal Bank
	June 30,			Dec 31,			June 30,			Dec 31,
	2005			2004			2005			2004
Capital Levels
Tier 1 leverage ratio		13.6	%		13.9	%		9.6	%		9.6	%
Tier 1 risk-based ratio		18.5	%		19.2	%		13.1	%		13.3	%
Total risk-based ratio		19.6	%		20.4	%		14.3	%		14.6	%
Capital Performance
Return on average assets		2.3%	(1)		1.7%	(1)		2.4%	(1)		1.7%	(1)
Return on average equity		20.4%	(1)		14.6%	(1)		25.1%	(1)		18.0%	(1)

(1) annualized

     The Company’s ratios compare favorably to the minimum required amounts of Tier 1 and total capital to “risk weighted” assets and the minimum Tier 1 leverage ratio, as defined by banking regulators. The Company currently meets the criteria for a well-capitalized institution, and management believes that the Company will continue to meet its minimum capital requirements. At present, the Company has no commitments for significant capital expenditures.

     The Company is not under any agreement with regulatory authorities nor is the Company aware of any current recommendations by the regulatory authorities that, if such recommendations were implemented, would have a material effect on liquidity, capital resources or operations of the Company.

LIQUIDITY & INTEREST RATE SENSITIVITY

     Liquidity is the ability to ensure that adequate funds will be available to meet its financial commitments as they become due. In managing its liquidity position, all sources of funds are evaluated, the largest of which is deposits. Also taken into consideration is the repayment of loans. These sources provide alternatives to meet its short-term liquidity needs. Longer liquidity needs may be met by issuing longer-term deposits and by raising additional capital. The liquidity ratio is calculated by adding total cash and investments less reserve requirements divided by deposits and short-term liabilities which is generally maintained equal to or greater than 25%.

     The liquidity ratio of the Company remains strong at approximately 42% and exceeds the Company’s target ratio set forth in the Asset/Liability Policy. The Company’s level of liquidity is provided by funds invested primarily in corporate bonds, capital trust securities, US Treasuries and agencies, and to a lesser extent, federal funds sold. The overall liquidity position is monitored on a monthly basis.

     Interest rate sensitivity is a function of the repricing characteristics of the Company’s assets and liabilities. These include the volume of assets and liabilities repricing, the timing of the repricing, and the interest rate sensitivity gaps is a continual challenge in a changing rate environment. The following table shows separately the interest sensitivity of each category of interest earning assets and interest bearing liabilities as of June 30, 2005:

Interest Rate Sensitivity

(in millions)	Days						1 to 5		Over 5			Non-rate
	0 – 90			91 – 365			Years		Years			Sensitive			Total
Assets
Interest-bearing deposits in banks	$	1.2		$	0.0		$	0.0	$	0.0		$	15.3		$	16.5
Federal funds sold		11.8			0.0			0.0		0.0			0.0			11.8
Investment securities:
Available for sale		7.4			49.0			212.5		99.1			4.5			372.5
Held to maturity		7.1			28.1			205.3		0.0			0.0			240.5
Total investment securities		14.5			77.1			417.8		99.1			4.5			613.0
Loans:
Fixed rate		33.5			38.9			153.7		14.5			0.0			240.6
Variable rate		197.7			15.5			59.3		0.0			(10.3	)		262.2
Total loans		231.2			54.4			213.0		14.5			(10.3	)		502.8
Other assets		0.0			0.0			0.0		0.0			119.6			119.6
Total Assets	$	258.7		$	131.5		$	630.8	$	113.6		$	129.1		$	1,263.7
Liabilities & Capital
Deposits:
Non interest bearing deposits	$	0.0		$	0.0		$	0.0	$	0.0		$	64.0		$	64.0
Interest bearing deposits		20.6			61.7			285.6		0.0			0.0			367.9
Certificate of deposits		21.2			84.9			124.1		39.0			0.0			269.2
Total deposits		41.8			146.6			409.7		39.0			64.0			701.1
Borrowings (1)		126.0			85.7			50.0		94.5			42.8			399.0
Other liabilities		0.0			0.0			0.3		0.0			17.5			17.8
Capital		0.0			0.0			0.0		0.0			145.8			145.8
Total liabilities & capital	$	167.8		$	232.3		$	460.0	$	133.5		$	270.1		$	1,263.7
Net interest rate GAP	$	90.9			($100.8	)	$	170.8		($19.9	)		($141.0	)
Cumulative interest rate GAP	$	90.9			($9.9	)	$	160.9	$	141.0
GAP to total assets		7	%		-8	%
GAP to total equity		62	%		-69	%
Cumulative GAP to total assets		7	%		-1	%
Cumulative GAP to total equity		62	%		-7	%

(1) The $42.8 in borrowings classified as non-rate sensitive are related to variable interest entities and are not obligations of the Company.

     The Company’s exposure to interest rate risk is mitigated somewhat by a portion of the Company’s loan portfolio consisting of floating rate loans, which are tied to the prime lending rate but which have interest rate floors and no interest rate ceilings. Although the Company is originating fixed rate loans, a portion of the loan portfolio continues to be comprised of floating rate loans with interest rate floors.

ITEM 4 – CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

     Our Chief Executive Officer and Chief Financial Officer, with the assistance of management, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report (the “Evaluation Date”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

(b) Changes in internal controls.

     There has not been any change in our internal control over financial reporting during our quarter ended June 30, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

RECENT DEVELOPMENTS

          None

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2005, the FASB issued Interpretation No. 47 (“FIN 47”), “Accounting for Conditional Asset Retirement Obligations,” that requires an entity to recognize a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated. FIN 47 clarifies that the term Condition Asset Retirement Obligation refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of entity. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. We are currently evaluating the impact of this standard on our Consolidated Financial Statement.

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement No. 123(R), “Share-Based Payment.” Statement No. 123(R) replaces Statement No. 123, “Accounting for Stock-Based Compensation,” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” Statement No. 123(R) requires compensation costs related to share-based payment transactions to be recognized in the financial statements over the period that an employee provides service in exchange for the award. Public companies are required to adopt the new standard using a modified prospective method and may elect to restate prior periods using the modified retrospective method. Under the modified prospective method, companies are required to record compensation cost for new and modified awards over the related vesting period of such awards prospectively and record compensation cost prospectively for the unvested portion, at the date of adoption, of previously issued and outstanding awards over the remaining vesting period of such awards. No change to prior periods presented is permitted under the modified prospective method. Under the modified retrospective method, companies record compensation costs for prior periods retroactively through restatement of such periods using the exact pro forma amounts disclosed in the companies’ footnotes. Also, in the period of adoption and after, companies record compensation cost based on the modified prospective method.

On April 14, 2005, the Securities and Exchange Commission (“SEC”) adopted a new rule that amends the compliance dates for FASB’s Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”). Under the new rule, the Company is required to adopt SFAS No. 123R in the first annual period beginning after June 15, 2005. The Company has not yet determined the method of adoption or the effect of adopting SFAS No. 123R, and it has not determined whether the adoption will result in amounts that are similar to the current pro forma disclosures under SFAS No. 123.

In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB No. 107”), “Share-Based Payment”, providing guidance on option valuation methods, the accounting for income tax effects of share-based payment arrangements upon adoption of SFAS No. 123(R), and the disclosures in MD&A subsequent to the adoption. The Company will provide SAB No. 107 required disclosures upon adoption of SFAS No. 123(R) on January 1, 2006.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

     None

Item 2. Changes in Securities and use of Proceeds

     None

Item 3. Default and Upon Senior Securities

     None

Item 4. Submission of Matters to Vote Security Holders

On Wednesday, May 18, 2005, the Annual Meeting of Shareholder of Royal Bancshares of Pennsylvania was convened in Philadelphia, PA at 6:30 P.M. The following nominees were elected as Class III Directors of the Registrant to serve for a three year term:

	FOR		WITHHELD
Carl M. Cousin		26,055,818		382,823
Lee E. Tabas		25,764,625		674,016
Evelyn R. Tabas		25,760,009		678,632
John M. Decker		25,763,569		675,072
Edward B. Tepper		26,056,193		382,448

Item 5. Other Information

     None

Item 6. Exhibits

(a)

31.1	Section 302 Certification Pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 signed by Joseph P. Campbell, Chief Executive Officer of Royal Bancshares of Pennsylvania on January 23, 2007.
31.2	Section 302 Certification Pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 signed by Jeffrey T. Hanuscin, Chief Financial Officer of Royal Bancshares of Pennsylvania on January 23, 2007.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Joseph P. Campbell, Chief Executive Officer of Royal Bancshares of Pennsylvania on January 23, 2007.
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Jeffrey T. Hanuscin, Chief Financial Officer of Royal Bancshares of Pennsylvania on January 23, 2007

SIGNATURES

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

	ROYAL BANCSHARES OF PENNSYLVANIA, INC.
	(Registrant)
Dated: January 23, 2007	/s/ Jeffrey T. Hanuscin
	Jeffrey T. Hanuscin
	Chief Financial Officer