ROYAL BANCSHARES OF PENNSYLVANIA INC
10-Q, 1997-05-14
STATE COMMERCIAL BANKS
Previous: BUDGET GROUP INC, 10-Q, 1997-05-14
Next: CONTINENTAL CHOICE CARE INC, 10QSB, 1997-05-14




                                   FORM 10-Q
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549

 (Mark One)

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

            for the quarterly period ended: March 31, 1997
                                           -----------------
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                    For the transition period from:       to

                        Commission file number:  0-26366
                                                 -------

                     ROYAL BANCSHARES OF PENNSYLVANIA, INC.
                    ---------------------------------------
              (Exact name of the bank 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       X          No

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 March 31, 1997
          $2.00 par value                          6,444,186

Class B Common Stock               Outstanding at March 31, 1997
          $.10 par value                           1,547,984

<PAGE>
                 Royal Bancshares of Pennsylvania, Inc. and
                             Subsidiaries
                   CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
                        ASSETS                            March 31, 1997    Dec 31, 1996
<S>                                                             <C>              <C>
Cash and due from banks                                        $7,585,246       $7,744,012
Federal funds sold                                             24,375,000       10,625,000
   Total cash and cash equivalents                             31,960,246       18,369,012
Interest bearing deposits in banks                                953,000          953,000
Investment securities held to maturity (market value of
     $91,003,036 @ 3/31/97 & $113,635,320 @ 12/31/96)          91,176,193      113,474,908
Investment securities available for sale - at market value      4,697,773        4,725,151
Total loans                                                   205,768,921      209,016,895
 Less allowance for loan losses                                 9,123,373        9,084,153
Net loans                                                     196,645,548      199,932,742
 Other real estate, net                                           646,888          504,104
 Premises and equipment, net                                    4,789,887        4,708,531
 Accrued interest and other assets                             13,168,483       12,481,420
                                                             $344,038,018     $355,148,868
                                                                              ============
          LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
  Deposits
     Non-interest bearing                                     $32,419,955      $38,327,081
     Interest bearing (includes cert. of deposit in excess
      of $100,000 of $22,720,830 at 9/30/96 and
      $23,657,679 at 12/31/96)                                211,676,855      215,855,522
          Total deposits                                      244,096,810      254,182,603
  Accrued interest and other liabilities                       12,015,335       11,571,988
  Long-term borrowings                                          1,701,000        4,201,000
  Mortgage payable                                                602,318          612,607
          Total liabilities                                   258,415,463      270,568,198
Stockholders' equity
Common Stock Class A, par value $2 per share; authorized,
     18,000,000 shares; issued, 6,648,202 @ 3/31/97 $
     6,596,625 @ 12/31/96                                      13,296,404       13,193,250
Class B, par value $.10 per share; authorized, 2,000,000
     shares; issued, 1,547,984 @ 3/31/97 & 1,592,091 @            154,798          159,209
     12/31/96
Capital surplus                                                34,827,443       34,827,443
Retained earnings                                              39,453,248       38,427,800
Accum.unrealized loss on invest securities avail. for sale       (12,628)          (1,158)
                                                               87,719,265       86,606,544
Treas. stock-at-cost,shares of Class A, 204,016 @ 3/31/97,
  198,113 @ 12/31/96                                          (2,096,710)      (2,025,874)
                                                               85,622,555       84,580,670
                                                             $344,038,018     $355,148,868
The accompanying notes are an integral part of these statements.
</TABLE>

<PAGE>

            Royal Bancshares of Pennsylvania, Inc. and Subsidiaries
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                 Three months ended,
                                                      March 31

<S>                                                <C>         <C>
                                                  1996        1996
Interest income
  Loans, including fees                         $5,483,171  $6,016,048
  Investment securities held to maturity
   Taxable                                       1,483,746   1,466,524
   Tax-exempt                                       14,750      12,703
  Securities available for sale
   Taxable                                          81,563      60,820
   Tax-exempt                                           --          --
  Deposits in banks                                 26,031      22,704
  Federal funds sold                               246,459     304,129
  US Treasury and agencies                          99,021     286,894
        TOTAL INTEREST INCOME                    7,434,741   8,169,822
Interest expense
  Deposits                                       2,406,459   2,476,709
  Mortgage payable and other                        57,361      54,811
  Federal funds purchased                                -           -
        TOTAL INTEREST EXPENSE                   2,463,617   2,531,520
          NET INTEREST INCOME                    4,971,124   5,638,302
Provision for loan losses                                -           -
        NET INTEREST INCOME AFTER PROVISION
             FOR LOAN LOSSES                     4,971,124   5,638,302

Other income (expense)
  Service charges and fees                         249,568     253,019
  Gain on sale of other real estate                180,394     139,639
  Gain on sale of loans                              5,525      51,725
  Other income                                      65,516      55,239
                                                   501,003     499,622
Other expenses
  Salaries & wages                               1,147,444   1,140,610
  Employee benefits                                386,492     524,000
  Occupancy and equipment                          167,338     165,765
  Other operating expenses                         906,492   1,292,930
                                                 2,607,766   3,123,305

     INCOME BEFORE INCOME TAXES                  2,864,361   3,014,619
  Income taxes                                     750,237     904,386
     NET INCOME                                 $2,114,124  $2,110,233
                                                ==========  ==========
  Per share data
     Net income                                       $.26        $.25
  Average number of shares outstanding           8,223,797   8,315,722

The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>


            Royal Bancshares of Pennsylvania, Inc. and Subsidiaries
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                       Three Months ended March 31, 1997

                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                    Class A Common Stock  Class B Common Stock
                                    Shares      Amount       Shares     Amount
<S>                                   <C>        <C>          <C>        <C>
Balance, January 31, 1997          6,596,625  $13,193,250   1,592,091   $159,209

Net income for the three months
  ended March 31, 1996                     -            -           -
Conversion of Class B common stock
  to Class A common stock             51,578      103,157    (44,107)    (4,411)
Purchase of treasury stock                 -            -           -          -
Cash dividends on common stock             -            -           -          -
Net unrealized loss on securities
  available for sale                       -            -           -

Balance, March 31, 1997            6,648,203  $13,296,407   1,547,984   $154,798


<CAPTION>

                                      Capital     Retained
                                      Surplus      Earnings
<S>                                     <C>          <C>
Balance, January 31, 1997            $34,827,443  $38,427,800
Net income for the three months
  ended March 31, 1996                         -    2,114,124
Conversion of Class B common stock
  to Class A common stock                      -     (98,746)
Purchase of treasury stock                     -            -
Cash dividends on common stock                 -    (989,933)
Net unrealized loss on securities
  available for sale                           -            -

Balance, March 31, 1997              $34,827,443  $39,453,245


<CAPTION>
                                                     Net
                                                  unrealized
                                                   loss on
                                                  securities
                                      Treasury    available
                                        stock      for sale

Balance, January 31, 1997           $(2,025,874)     $(1,158)

Net income for the three months                -            -
  ended March 31, 1996
Conversion of Class B common stock
  to Class A common stock                      -            -
Purchase of treasury stock              (70,836)            -
Cash dividends on common stock                 -            -
Net unrealized loss on securities
  available for sale                           -     (11,470)

Balance, March 31, 1997             $(2,096,710) $   (12,628)

The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>

<TABLE>

               Royal Bancshares of Pennsylvania, Inc. and Subsidiaries
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                            Three months ended March 31,
                                                      1997          1996
<S>                                                   <C>            <C>
Cash flows from operating activities
  Net income                                         $2,114,124     2,110,233
  Adjustments to reconcile net income to
  net cash provided by operating activities
  Depreciation                                          104,360        87,418
  Accretion of investment securities discount          (19,870)      (33,599)
  Amort of investment securities premium                249,279       152,745
  Amortization of deferred loan fees                   (34,998)      (49,122)
  Accretion of discount on loans purchased             (96,535)     (817,943)
  (Benefit)provision for deferred income taxes          (5,909)      (79,464)
  (Gain) loss on other real estate                    (172,131)     (139,639)
   Gain on sale of loans                                (5,525)      (51,725)
Changes in assets and liabilities:
 (Incr)decrease in accrued interest receivable        (243,984)     (243,511)
 (Increase) decrease in other assets                  (543,264)     (241,695)
  Incr(decrease) in accrued interest payable            143,054       204,547
  Increase in unearned income on loans                    9,792      (38,229)
  Increase (decrease) in other liabilities              300,293     1,012,021
  Net cash provided by operating activities           1,798,686     1,872,037

Cash flows from investing activities
 Net incr. in int. bearing balances in banks                  -   (1,300,803)
 Proceeds from calls and maturities of
  investment securities held to maturity             22,734,261     2,121,045
 Purch. of invest. securities held to maturity        (637,577)   (9,626,191)
 Purchase of loans                                                 2,620,666)
  Net decrease in loans                               3,338,904     7,941,864
  Purchase of premises and equipment                  (185,716)     (368,095)
  Proceeds from sale of other real estate               210,997     (204,558)
Net cash(used in)provided by invest.activities       25,460,869   (4,057,404)

Cash flows from financing activities:
Net increase (decrease) in non-interest bearing
 and interest-bearing demand deposits and savings  (12,015,426)  (16,893,928)
 accounts
 Net increase (decrease) in cert. of deposit          1,929,633   (5,003,880)
 Mortgage payments                                     (10,289)       (9,704)
 Purchase of treasury stock                            (70,836)             -
 Net (decrease)increase in long-term borrowings     (2,500,000)     2,500,000
 Cash dividends                                       (989,933)     (470,705)
 Other                                                 (11,470)             -
Net cash provided by (used in) fin. activities     (13,668,321)  (19,878,217)
      NET (DECREASE) INCREASE IN
                  CASH AND CASH EQUIVALENTS          13,591,234  (22,063,584)
Cash and cash equivalents at beginning of year       18,369,012    46,645,012

Cash and cash equivalents at end of year            $31,960,246   $24,581,428

The accompanying notes are an integral part of these statements.
</TABLE>

<PAGE>

            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 of Pennsylvania , Inc. (the Company) and its
wholly-owned subsidiaries:  Royal Bank of Pennsylvania (the Bank), Royal Real
Estate of Pennsylvania, Inc. and Royal Investments of Delaware, Inc. These
financial statements reflect the historical information of the Company.  All
significant intercompany transactions and balances have been eliminated.

1.   The accompanying unaudited condensed financial statements have been
     prepared in accordance with generally accepted accounting principles for
     interim financial information.  The financial information included herein
     is unaudited; however, such information reflects all adjustments
     (consisting solely of normal recurring adjustments) which are, in opinion
     of management, necessary to a fair statement of the results for the interim
     periods.  For further information thereto included in the Annual Report on
     Form 10-K for the year ended December 31, 1996.

2.   The results of operations for the three month period ended March 31, 1997
     are not necessarily indicative of the results to be expected for the full
     year.

3.   Per share data are based on the weighted average number of shares
     outstanding of  8,223,797 and 8,315,722 for the three months ended, March
     31, 1997 and 1996, respectively.

     The Financial Accounting Standards Board has issued Statement of Financial
     Accounting Standards No. 128., Earnings Per Share , which is effective for
     financial statements issued after  December 15, 1997.  Early adoption of
     the new standard is not permitted.  The new standard eliminates primary
     and fully diluted earnings per share and requires presentation of basic and
     diluted and diluted earnings per share together with disclosure of how the
     per share amounts were computed.  The adoption of this new standard is
     not expected to have a material impact on the disclosure of earnings  per
     share in the financial statements.

4.   Investment Securities:

     The carrying value and approximate market value of investment securities at
     March 31, 1997 are as follows:
<TABLE>
<CAPTION>
                            Amortized
                               or           Gross        Gross     Approximate
                            purchased     unrealized   unrealized     market      Carrying
                              cost          gains        losses       value        value
<S>                            <C>           <C>          <C>          <C>          <C>
Available for sale:
Common stock securities       $1,088,357   $    2,291   $        -   $1,090,648   $1,090,648
Pref. stock  securities        3,628,550            -       21,425    3,607,125    3,607,125
                              $4,716,907   $    2,291   $   21,425   $4,697,773   $4,697,773

Held to maturity:
US Treasury & agencies       $14,856,363   $  119,584    $  25,953  $14,949,994  $14,856,363
Tax exempt securities            498,465       81,135            -      579,600      498,465
Taxable debt securities       75,821,365      157,986      505,909   75,473,442   75,821,365
                             $91,176,193   $  358,705    $ 531,862  $91,003,036  $91,176,193
</TABLE>

<PAGE>
5.   Allowance for Credit Losses: Changes in the allowance for credit losses
     were as follows:

<TABLE>
<CAPTION>

       Three months ended March 31,
                                        1997         1996
<S>                                      <C>          <C>
     Balance at January 1,            $9,084,153   $9,746,559

       Loans charged -off               (36,336)    (223,747)
       Recoveries                         75,556       76,117
       Net charge-offs and recoveries     39,220    (147,630)
       Provision for loan losses               -            -

      Balance at end of period        $9,123,373   $9,598,929

</TABLE>


6.   Loans on which the accrual of interest has been discontinued or reduced
     amounted to approximately $4,368,704 and $5,593,017 at March 31, 1997 and
     1996, respectively.  Loan balances past due 90 days or more that are not on
     a non-accrual status, but management expects it   will eventually be paid
     in full amounted to approximately $0 at March 31, 1997 and $391,000 at
     March 31, 1996.  Although the Company has non-performing loans of
     approximately  $4,368,704 at March 31, 1997, management believes it has
     adequate collateral to limit its credit risks.

     The balance of impaired loans was $1,686,456 at March 31, 1997.  The
     Company identified a loan impaired when it is probable that interest and
     principal will not be collected according to the  contractual terms of the
     loan agreements.  The allowance for credit loss associated with impaired
     loans was $ -0- at March 31, 1997.  The income recognized on impaired loans
     during the three month period ended March 31, 1997 was $944.  The cash
     collected on impaired loans during this three month period was   $27,590,
     of which $26,646 was credited to the principal balance outstanding on
     such loans.  Interest that would have been accrued on impaired loans
     during this three month period in 1997 was $53,024.  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.

<PAGE>

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 major changes in the financial condition and
earnings performance of the Company and its wholly owned subsidiaries for the
three month period ended March 31, 1997.


FINANCIAL CONDITION

     Total consolidated assets as of March 31, 1997 were $344 million, a
decrease of $11.1 million from the $355.1 million reported at year end, December
31, 1996.  This decrease is primarily due to a $22.3 million decreases in
investment securities held to maturity, partially offset by a $13.6 million
increase in cash and cash equivalents.

     The $22.3 million decrease in investment securities held to maturity was
basically due to scheduled maturities experienced in the first quarter.
Investment securities held to maturity are primarily comprised of taxable
corporate debt securities which are "A" rated or better by Moodys and/or
Standard & Poor at the time of purchase, with maturities in the three to five
year range.  These maturing funds helped fund the deposit outflow in the first
quarter and the balance was reinvested overnight federal funds.

     Total loans decreased $3.2 million as originations did not keep pace with
loan maturities and payoffs in the 1st quarter 1997.  The allowance for loan
loss increased $39 thousand to $9.1 million at March 31, 1997.  The level of
allowance for loan loss reserve represents 4.4% of  total loans.

     Total deposits, the primary source of funds, decreased $10.1 million to
$244.1 million at March 31, 1997, from $254.2 million at December 31, 1996.
This decrease is primarily due to runoff experienced in noninterest bearing
deposits of $5.9 million and interest bearing deposits of $4.2 million in the
first quarter.  FHLB advances decreased $2.5 million as an advance was paid off
in January 1997.

     Consolidated stockholder's equity increased $1 million to $85.6 million at
March 31, 1997 from $84.6 million at December 31, 1996.  This increase is
primarily due net income of $2.1 million for the three months period of 1997,
partially offset by cash dividends of $1 million.  Additionally, in the first
quarter of 1997 the Company repurchased 5,903 shares of the Company's class A
common stock at a cost of $71 thousand which is reflected as treasury stock, and
an adjustment for accumulated unrealized loss on available for sale investment
securities of $13 thousand.
<PAGE>

RESULTS OF OPERATIONS

     Net income for the three months ended, March 31, 1997 was $2,114,124 or
$.26 per share, as compared to net income of $2,110,233 or $.25 per share, for
the same three month period in 1996.

     Net interest income decreased $.7 million to $5 million for the first
quarter of 1997 as compared to $5.6 million for the same period ended, 1996.
While the average balance of loans increased 5%, or $10.6 million, in the first
quarter 1997 versus first quarter 1996, the decrease in interest income and fees
on loans of $.5 million was the primary cause of this $.7 million decrease in
net interest income.  The decrease in interest income and fees on loans is
primarily due to nonrecurring accretion income recorded in the first quarter of
1996 relating to loan payoffs. Additionally there was a $.2 million decrease in
interest and dividend income on both investment securities and interest bearing
deposits, primarily due to a decrease in the average balance of investment
securities of 9%, or $12 million, in the first quarter 1997 versus the first
quarter of 1996.  These decreases in interest income were partially offset by a
$.1 million decrease in interest expense on deposits.  The year to date average
balance of deposits for the three months ended March 31, 1997 were approximately
$243 million as compared to $252 same period in 1996.

          There was no provision for loan loss recorded for either period
primarily due to Management's assessment that the level of reserves were
adequate for the respective periods.

     Total non interest income for the three months ended March 31, 1997 was
$501 thousand. as compared to $499 thousand for the same period in 1996.  While
gain on sale of loans and service fees declined slightly,  other income and
gains on sale of other real estate increased slightly in the first quarter,
1997.

     Total non interest expenses for the three months ended March 31, 1997 was
$2.6 million, a decrease of $.5 million, as compared to $3.1 million for the
same period in 1996.  This decrease is partially attributable to decreases in
other operating expenses of $.4 million and salaries and employee benefits of
$.1 million.  The reduction in other operating expenses is primarily due a
decrease in professional fees and postage fees, partially offset by increases in
advertising, printing and supplies, and telephone expenses.


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 generally maintained equal to or greater than 25% of deposits
and short term liabilities.

<PAGE>

     The liquidity ratio of the Company remains strong at approximately 49% and
exceeds the Company's peer group levels and target ratio set forth in the
Asset/Liability Policy.  The Company's level of liquidity is provided by funds
invested primarily in corporate bonds, US Treasuries and agencies, and to a
lesser extent, obligations of state and political subdivisions and 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 March 31, 1997:

<TABLE>
<CAPTION>

Interest Sensitivity Analysis
(in millions)                            Repricing periods
                                                        Non rate
                                             One year  sensitive
                                   Within      thru     and over
 Consolidated assets              one year  five years five years   Total
<S>                                 <C>        <C>        <C>        <C>
 Interest bearing deposits
      with banks                   $    1.4  $       -   $      -  $     1.4
 Federal funds sold                    24.4          -          -       24.4
 Investment securities:
   available for sale                   4.7          -          -        4.7
   held to maturity                    44.5       40.8        5.9       91.2
 Loans: fixed                          10.0       63.9        9.2       83.1
        variable                       44.4       55.4       26.4      126.2
 Other assets                             -          -       13.0       13.0
     Total assets                  $  129.4  $   160.1   $   54.5  $   344.0

Consolidated liab. and capital
 Non-interest bearing  deposits    $      -  $       -   $   32.9  $    32.9
 Interest bearing deposits            108.7       45.7       56.6      211.0
 Borrowed funds                         1.2        1.1          -        2.3
 Other liabilities                        -          -       12.2       12.2
 Stockholders' equity                     -          -       85.6       85.6
Total liabilities and capital      $  109.9  $    46.8   $  187.3  $   344.0

Interest rate sensitivity gap      $   19.5  $   113.3   $(132.8)

Cumulative interest rate
      sensitivity gap              $   19.5  $   132.8   $      -

  Gap to asset ratio                     6%        32%

  Cumulative gap to asset ratio          6%        39%
</TABLE>
<PAGE>

     The Company's exposure to interest rate risk is somewhat mitigated by a
significant 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 significant portion of the loan portfolio continues to be
comprised of floating rate loans with interest rate floors.


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 March 31, 1997, 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 cushion of 100 to 200
basis points.
     The table below provides a comparison of Royal Bancshares of Pennsylvania's
risk-based capital ratios and leverage ratios:
<TABLE>
<CAPTION>

                                March 31, 1997  December 31, 1996
  <S>                                 <C>              <C>
  Capital Levels
  Tier 1 leverage ratio              24.54%           22.2%
  Tier 1 risk-based ratio           31.45%            27.7%
  Total risk-based ratio            32.73%            29.0%

  Capital Performance
  Return on average assets           2.5%(1)          2.6%
  Return on average equity         10.1%(1)           11.1%
                                             (1) annualized
</TABLE>

     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 meets 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
which, if such recommendations were implemented, would have a material effect on
liquidity, capital resources or operations of the Company.



<PAGE>

                       PART II - OTHER INFORMATION



Item 1. Legal Proceedings

  None

Item 2. Changes in Securities

  None

Item 3. Defaults Upon Senior Securities

  None

Item 4. Submission of Matters to Vote Security Holders

  None

Item 5. Other Information

  None

Item 6. Exhibits and Reports on Form 8-K

  None




















                               SIGNATURES


     Pursuant to the requirements of 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 thereunto duly authorized.



                    ROYAL BANCSHARES OF PENNSYLVANIA, INC.
                                (Registrant)


Dated: May 12th, 1997    /S/ JAMES J. MCSWIGGAN, JR.
                     -------------------------------------------------------
                     James J. McSwiggan, Chief Financial Officer and Treasurer



Dated: May 12th, 1997   /S/ DAVID J. GREENFIELD
                     --------------------------------------------------------
                        David J. Greenfield, Controller



<TABLE> <S> <C>

<ARTICLE>      9
<MULTIPLIER>        1
       
<S>                 <C>
<PERIOD-TYPE>      3-MOS
<FISCAL-YEAR-END>                  DEC-31-1997
<PERIOD-END>                       MAR-31-1997
<CASH>                              7,585,246
<INT-BEARING-DEPOSITS>                953,000
<FED-FUNDS-SOLD>                   24,375,000
<TRADING-ASSETS>                            0
<INVESTMENTS-HELD-FOR-SALE>         4,697,773
<INVESTMENTS-CARRYING>             91,176,193
<INVESTMENTS-MARKET>               91,003,036
<LOANS>                           205,768,921
<ALLOWANCE>                         9,123,373
<TOTAL-ASSETS>                    344,355,659
<DEPOSITS>                        244,096,810
<SHORT-TERM>                                0
<LIABILITIES-OTHER>                12,015,335
<LONG-TERM>                         1,701,000
                       0
                                 0
<COMMON>                           13,451,202
<OTHER-SE>                         72,171,353
<TOTAL-LIABILITIES-AND-EQUITY>    344,038,018
<INTEREST-LOAN>                     5,483,171
<INTEREST-INVEST>                   1,951,570
<INTEREST-OTHER>                            0
<INTEREST-TOTAL>                    7,434,741
<INTEREST-DEPOSIT>                  2,406,459
<INTEREST-EXPENSE>                  2,463,617
<INTEREST-INCOME-NET>               4,971,124
<LOAN-LOSSES>                               0
<SECURITIES-GAINS>                          0
<EXPENSE-OTHER>                     2,607,766
<INCOME-PRETAX>                     2,864,361
<INCOME-PRE-EXTRAORDINARY>          2,864,361
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                        2,114,124
<EPS-PRIMARY>                             .26
<EPS-DILUTED>                             .26
<YIELD-ACTUAL>                           5.10
<LOANS-NON>                         4,368,704
<LOANS-PAST>                        2,009,588
<LOANS-TROUBLED>                      588,013
<LOANS-PROBLEM>                     1,686,456
<ALLOWANCE-OPEN>                    9,084,153
<CHARGE-OFFS>                          36,336
<RECOVERIES>                           75,556
<ALLOWANCE-CLOSE>                   9,123,373
<ALLOWANCE-DOMESTIC>                        0
<ALLOWANCE-FOREIGN>                         0
<ALLOWANCE-UNALLOCATED>                     0

        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission