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

December 23, 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 8.01. Other Events

     On December 23, 2008, Royal Bancshares of Pennsylvania, Inc. (“Royal”) issued a press release announcing that it has received preliminary approval from the U.S. Department of Treasury (“Treasury”) for the sale of approximately $30 million in preferred stock and related common stock purchase warrants to Treasury under the TARP Capital Purchase Program. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits:
99.1	Press release, dated December 23, 2008, of Royal Bancshares of Pennsylvania, Inc.

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: December 29, 2008	/s/ James J. McSwiggan, Jr.
	James J. McSwiggan, Jr.
	President and Chief Operating Officer

EX-99.1

Exhibit 99.1

Royal Bank America Parent Company Receives Preliminary Approval to Participate in the U.S. Treasury Capital Purchase Program

NARBERTH, PA—(Marketwire) — December 23, 2008 — Royal Bancshares of Pennsylvania, Inc. (NasdaqGM: RBPAA) (“Royal”), parent company of Royal Bank America and Royal Asian Bank, today announced it has received preliminary approval for voluntary participation in the U.S. Department of the Treasury’s (“Treasury”) TARP Capital Purchase Program. Under the Capital Purchase Program and subject to final approval, the Treasury will make an investment of just over $30 million in Royal in return for the issuance of $30 million in shares of senior preferred stock and warrants to purchase approximately 1.1 million shares of common stock (based on a purchase price of $4.09 per share).

The Treasury announced the Capital Purchase Program in October 2008 pursuant to the Emergency Economic Stabilization Act of 2008. The Treasury and bank regulators have urged eligible banks to participate in the Capital Purchase Program to help stimulate the nation’s economy.

“We are pleased to announce our voluntary participation in the Capital Purchase Program,” noted Robert R. Tabas, Chairman and incoming CEO of Royal. “With this preliminary approval and their investment, we believe the Treasury recognizes our institution’s financial health, fundamental strengths and ability to overcome the current economic climate.”

“While our Company currently exceeds regulatory benchmarks to be classified as a ‘well-capitalized’ institution, we view participation in Capital Purchase Program as a highly attractive, low-cost alternative source of capital. This additional capital will increase our ability to provide prudent loans to businesses and allow greater flexibility in considering opportunities that will likely become available as our economy evolves,” noted James J. McSwiggan, COO and incoming President of Royal.

Closing for the issuance of the preferred stock is subject to satisfaction of certain conditions, including approval by Royal’s shareholders of amendments to its articles of incorporation to allow Royal to issue preferred stock. A special stockholders meeting will be held in January 2009 for this purpose.

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 throughout Pennsylvania, New Jersey and New York. As The Region’s Premier Commercial 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. More information on Royal Bancshares of Pennsylvania, our banks and subsidiaries is available at www.royalbankamerica.com.

Forward-Looking Statements

All non-historical statements in this press release (including statements regarding ultimate participation in the TARP Capital

Purchase Program, the use of proceeds from the sale of securities to the U.S. Treasury) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may use such forward-looking terminology such as “expect,” “look,” “believe,” “plan,” “anticipate,” “may,” “will” or similar statements or variations of such terms or otherwise express views concerning trends and the future. Such forward-looking statements involve certain risks and uncertainties. These include, but are not limited to, the direction of interest rates, continued levels of loan quality and origination volume, continued relationships with major customers including sources for loans, as well as the effects of international, national, regional and local economic conditions and legal and regulatory barriers and structure, including those relating to the current global financial crisis and the deregulation of the financial services industry, and other risks cited in reports filed by the Corporation with the Securities and Exchange Commission. Actual results may differ materially from such forward-looking statements. Royal Bancshares of Pennsylvania, Inc. assumes no obligation for updating any such forward-looking statement at any time.