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

Date of Report (Date of earliest event report) December 16, 2004.

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 provision:

Written communication 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))

Section 8 – Other Events

Item 8.01 Other Events

On December 16, 2004, Royal Bancshares of Pennsylvania, Inc. declared a 2% stock dividend on both Class A and Class B shares of common stock.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c.)	Exhibits
	Exhibit Number	Description of Document
	99.2	Press Release dated December 16, 2004.

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 16, 2004	/s/ Jeffrey T. Hanuscin
	Jeffrey T. Hanuscin
	Chief Financial Officer

EX-99

	FOR IMMEDIATE RELEASE	CONTACT: Marc Sanders, Dir. of Marketing 610-668-4700 x277 msanders@royalbankamerica.com
NASDAQ: RBPAA	ROYAL BANK AMERICA’S PARENT COMPANY DECLARES 2% STOCK DIVIDEND Narberth, PA – The Board of Directors of Royal Bancshares of Pennsylvania, Inc. (NASDAQ: RBPAA), parent company of Royal Bank America and its division Royal Asian Bank, has declared a 2% stock dividend on Class “A” and “B” common stock. The declaration date is December 15, 2004 and the record date will be December 29, 2004. Payment date will be January 12, 2005. “This declaration continues our unprecedented streak of issuing a stock dividend every year since we have been listed on the NASDAQ exchange (1988),” noted Royal Bank America President/CEO Joseph P. Campbell. Additionally, the newest Royal Bank America branch office is scheduled to open at 6331 Castor Avenue on December 27th. This state-of-the-art banking facility brings the number of Royal Bank America/Royal Asian Bank branches to 19, with plans for a 20th branch (a Royal Asian Bank in Ft. Lee, NJ) to open in January ’05, marking a 20% increase in branch expansion over the course of 12-months. # # #