8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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

November 9, 2007
Date of Report (Date of earliest event report)

ROYAL BANCSHARES OF PENNSYLVANIA, INC.

(Exact name of registrant as specified in its charter)

PENNSYLVANIA
(State or Other Jurisdiction of Incorporation)

0-26366	23-2812193
(Commission File Number)	(IRS Employer Identification Number)

732 Montgomery Avenue, Narberth, Pennsylvania	19072
(Address of Principal Executive Office)	(Zip Code)

610-668-4700
(Issuer’s telephone number, including area code)

N/A
(Former Name or Former Address, if Change Since Last Report)

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:

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

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

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

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

Item 2.06 — Material Impairments

     On November 15, 2007, the Company announced that it had delayed releasing its results of operations for the third quarter of 2007 and the filing of its Form 10-Q for the quarter ended September 30, 2007. As disclosed in the press release, the Company determined on November 9, 2007 to take a charge of approximately $5.2 million pre-tax in recognition of an impairment in an equity investment in a condominium project. The Company does not presently expect that the impairment charge will result in future cash expenditures. A copy of the press release is attached hereto as Exhibit 99.1.

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

     On November 14, 2007, as a result of the Company’s failure to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 in the prescribed time period, the Company received a standard NASDAQ Staff Determination Letter indicating that the Company is not in compliance with NASDAQ’s filing requirements for continued listing as set forth in Marketplace Rule 4310(c)(14). Therefore, the Company’s Class A common stock is subject to delisting from the NASDAQ Global Market. The Company will not be in compliance with the NASDAQ listing standards until the Form 10-Q is filed. The Company has requested a hearing before a NASDAQ Qualifications Panel to review the Staff Determination. The Company’s appeal and hearing request will automatically stay the delisting of the Class A common stock under NASDAQ rules. There can be no assurance that the Panel will grant the Company’s request for continued listing of the Class A common stock.

Item 8.01 — Other Events

     On November 15, 2007, the Company announced that it had delayed releasing its results of operations for the third quarter of 2007 and the filing of its Form 10-Q for the quarter ended September 30, 2007. A copy of the press release is attached as Exhibit 99.1 attached hereto.

Section 9 — Financial Statements and Exhibits

Item 9.01 — Financial Statements and Exhibits

          (d.) Exhibits

Exhibit Number		Description of Document
	99.1	Press Release dated November 15, 2007.

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.

	Royal Bancshares of Pennsylvania, Inc.
Dated: November 15, 2007	/s/ Gregg J. Wagner
	Gregg J. Wagner
	Chief Financial Officer

EX-99.1

Exhibit 99.1

Royal Bancshares of Pennsylvania, Inc. Announcement Regarding Release of Third Quarter Results

NARBERTH, PA — November 15, 2007 — Royal Bancshares of Pennsylvania, Inc. (NASDAQ: RBPAA) today announced that it has delayed release of its earnings and the filing of its Form 10-Q for the quarter ended September 30, 2007. The Company has engaged independent third parties to assist in the review of specified loans and to determine whether additional reserves are appropriate under the circumstances. Certain information required to complete this review and analysis was not received in time to permit the Company to file its Quarterly Report on Form 10-Q for the period ended September 30, 2007 within the time period prescribed.

Based on the preliminary results of its review and analysis, the Company expects to report a third quarter provision for loan losses of approximately $14.1 million pre-tax, approximately $13.6 million of which relates to specific credits and approximately $531,000 of which relates to general reserves. Additionally, the company will take a charge of approximately $5.2 million pre-tax for an impairment in an equity investment in a condominium project. The Company estimates that it will report a loss for the quarter of $8.9 million. Actual amounts are subject to change depending upon the final results of the ongoing review and analysis.

The Company expects to file its Form 10-Q and release third quarter 2007 results within the next thirty days.

As a result of the Company’s failure to file the Form 10-Q in the prescribed time period, on November 14, 2007, the Company received a standard NASDAQ Staff Determination Letter indicating that the Company is not in compliance with NASDAQ’s filing requirements for continued listing of the Company’s Class A common stock, and that such securities are, therefore, subject to delisting from the NASDAQ Global Market. The Company will not be in compliance with the NASDAQ listing standards until the Form 10-Q is filed. The Company has requested a hearing before a NASDAQ Listing Qualifications Panel to review the Staff Determination. The Company’s appeal and hearing request will automatically stay the delisting of the Class A common stock under NASDAQ rules. There can be no assurance that the Panel will grant the Company’s request for continued listing of the Class A common stock.

About Royal Bancshares of Pennsylvania, Inc.

Royal Bancshares of Pennsylvania, Inc., headquartered in Narberth, Pennsylvania, operates sixteen full-service branch offices throughout southeastern Pennsylvania and New Jersey under the name Royal Bank America and six locations in metro-Philadelphia, Northern New Jersey and New York under the name Royal Asian Bank. Together, Royal Bank America and Royal Asian Bank, along with Royal’s other affiliates, offer a wide variety of products and services, including commercial real estate loans, asset based lending, structured financing, equipment leasing, high-yielding CDs & MMAs and Internet Banking solutions at www.royalbankamerica.com and www.royalasianbank.com.

The foregoing material is unaudited and may contain forward-looking statements. We caution that such statements may be subject to a number of uncertainties, and actual results could differ materially; therefore, readers should not place undue reliance on any forward-looking statements. Royal Bancshares of Pennsylvania, Inc. does not undertake, and specifically disclaims, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.