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

May 5, 2008
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 2.02 — Results of Operations and Financial Condition

On May 5, 2008, Royal Bancshares of Pennsylvania, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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 May 5, 2008.

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: May 5, 2008	/s/ James J. McSwiggan, Jr.
	James J. McSwiggan, Jr.
	Chief Operating Officer and Chief Financial Officer

EX-99.1

Exhibit 99.1

Royal Bank America Parent Co. Announces First Quarter Earnings of $1.04 Million

May 5, 2008 — NARBERTH, PA — Royal Bancshares of Pennsylvania, Inc. (NASDAQ: RBPAA), parent company of Royal Bank America and Royal Asian Bank, announced results for the first quarter of 2008.

Net income for the three months ended March 31, 2008 was $1.04 million (after adding an additional $3.28 million pre-tax to our provision for loan losses for the quarter) or $0.08 basic and diluted earnings per share, compared to net income of $2.33 million, or $0.17 basic and diluted earnings per share, for the same period in 2007.

Loans increased $6.59 million during the quarter to $651.07 million at March 31, 2008 from $644.48 million at December 31, 2007.

Net interest margin increased to 3.55% at March 31, 2008 as compared to 2.58% at March 31, 2007.

Comments from Royal Bancshares of Pennsylvania, Inc. President/CEO Joseph P. Campbell:

We increased our allowance for loan losses following further monitoring of our loan portfolio. While this reduced our earnings, management believes this action is prudent in light of the sluggish economy. Being well capitalized, as defined by bank regulatory requirements, we continue to pursue and finance sound projects.

About Royal Bancshares of Pennsylvania, Inc.

Royal Bancshares of Pennsylvania, Inc., headquartered in Narberth, Pennsylvania, is a two-bank holding company operating the Royal Bank America and Royal Asian Bank brands at 22 unique branch locations throughout Pennsylvania, New Jersey and New York. As The Region’s Premier Commercial Real Estate Lender, Royal Bank America has played a lead role in the growth and development of our area for the past 40+ years. Royal Asian Bank enjoys a distinctive niche serving the financing and banking needs of the growing Asian-American population. Additional subsidiaries include RBA Leasing, engaged in equipment leasing solutions for small and mid-sized businesses, and RBA Capital, a lender finance company. More information on Royal Bancshares of Pennsylvania, our banks and subsidiaries is available at www.royalbankamerica.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.

CONTACT:
Marc Sanders
Director of Marketing
610.668.4700 x269
marcsanders@royalbankamerica.com

ROYAL BANCSHARES OF PENNSYLVANIA, INC.
CONDENSED INCOME STATEMENT

	Three Months
	Ended Mar. 31st
(dollars in thousands, except for earnings per share)	2008			2007
	(Unaudited)			(Unaudited)
Interest Income	$	20,072		$	19,460
Interest Expense		10,173			11,958
Net Interest Income		9,899			7,502
Provision for Loan Losses		3,281			212
Net Interest Income after Provision		6,618			7,290
Non Interest Income		1,292			2,553
Non Interest Expense		6,751			6,575
Income before Taxes		1,159			3,268
Income Taxes		116			941
Net Income		1,043			2,327
Earnings per share —basic and diluted	$	0.08		$	0.17
SELECTED RATIOS:
Return on Average Assets		0.34	%		0.71	%
Return on Average Equity		2.87	%		5.79	%
Average Equity to Assets		12.16	%		12.23	%
Book Value Per Share	$	10.70		$	12.07

CONDENSED BALANCE SHEET

(in thousands)	Mar. 31, 2008		Dec. 31, 2007
	(unaudited)
Cash and Cash Equivalents	$	11,877	$	10,905
Investment Securities		432,299		531,695
Loans (net)		629,107		625,193
Premises and Equipment (net)		7,368		7,441
Accrued Interest receivable		13,843		15,256
Other Assets		90,323		87,985
Total Assets	$	1,184,817	$	1,278,475
Deposits		689,938		770,152
Borrowings		286,349		294,911
Other Liabilities		37,985		39,404
Subordinated debentures		25,774		25,774
Minority Interest		2,014		1,867
Shareholders’ Equity		142,757		146,367
Total Liabilities and Shareholders’ Equity	$	1,184,817	$	1,278,475

The above condensed financial information includes consolidation of Equity Real Estate Investments, owned by Royal Bancshares of Pennsylvania, Inc., which are required as a result of FIN 46(R) “Variable Interest Entities.”