<PAGE>


   As filed with the Securities and Exchange Commission on November 16, 2005

                                               Registration No. 333-

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  -------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  ------------

                     ROYAL BANCSHARES OF PENNSYLVANIA, INC.
               --------------------------------------------------
               (Exact name of issuer as specified in its charter)

        Pennsylvania                                     23-2812193
        ------------                                     ----------
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)


                    732 Montgomery Avenue, Narberth, PA    19072
               ----------------------------------------------------
               (Address of Principal Executive Offices)  (Zip Code)

                     Royal Bancshares of Pennsylvania, Inc.
                     --------------------------------------
                    Stock Option and Appreciation Right Plan
                    ----------------------------------------
                            (Full title of the Plan)


                  Jeffrey T. Hanuscin, Chief Financial Officer
                     Royal Bancshares of Pennsylvania, Inc.
                              732 Montgomery Avenue
                          Narberth, Pennsylvania 19072
                  ---------------------------------------------
                     (Name and address of agent for service)

                                 (610) 668-4700
                                 --------------
          (Telephone number, including area code, of agent for service)

                                 --------------

                                   Copies to:

                          Mary Alice Busby, Esquire
                          Mette, Evans & Woodside
                          1105 Berkshire Boulevard, Suite 320
                          Wyomissing, PA  19610
                          (610) 374-1135


<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                            Proposed              Proposed
Title of                   Amount           maximum               maximum
securities                 to be            offering              aggregate        Amount of
to be                      registered       price                 offering         registration
registered                 (1)              per share(2)          price (2)        fee
------------------------------------------------------------------------------------------------------
<S>                         <C>               <C>                 <C>                <C>
Class A                    150,000          $23.76                $3,564,000       $419.48
Common Stock               shares
($2.00 par value)

------------------------------------------------------------------------------------------------------
</TABLE>

(1)      In accordance with Rule 416, this Registration Statement shall also
         register any additional shares of the Registrant's common stock which
         may become issuable to prevent dilution resulting from stock splits,
         stock dividends or similar transactions, as provided by the Plan.

(2)      Shares are being registered for stock options and contemporaneously
         granted stock appreciation rights issued pursuant to the Royal
         Bancshares of Pennsylvania, Inc. Stock Option and Appreciation Right
         Plan. The offering (exercise) price per share has been computed
         pursuant to Rule 457 (c) and (h)(1) based on the average of the high
         and low prices of the common stock of the Registrant on the Nasdaq
         National Market on November 11, 2005.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents are incorporated by reference in this
Registration Statement:

         (a) Royal's Annual Report on Form 10-K for the year ended December 31,
             2004.

         (b) Royal's Quarterly Reports on Form 10-Q for the quarters ended March
             31, 2005, June 30, 2005 and September 30, 2005.

         (c) Royal's Current Reports on Form 8-K filed with the SEC on January
             21, 2005; January 25, 2005; April 25, 2005; July 26, 2005; August
             18, 2005; August 26, 2005 and October 25, 2005.

         (d) All other reports filed by Royal pursuant to sections 13(a) or
             15(d) of the Securities Exchange Act of 1934, as amended (the
             "Exchange Act"), since December 31, 2004.

         All documents subsequently filed by Royal pursuant to sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.

<PAGE>

Item 4.  Description of Securities.
         -------------------------

         Royal's Articles of Incorporation authorize the issuance of 18,000,000
shares of Class A common stock, par value $2.00 per share and 2,000,000 shares
of Class B common stock, par value $0.10 per share. Class A common stock is
being offered under the Royal Bancshares of Pennsylvania, Inc. Stock Option and
Appreciation Right Plan. As of September 30, 2005, there were 10,494,472 shares
of Class A common stock outstanding. Holders of Class B common stock may convert
their shares into Class A common stock at a rate of 1.15 shares of Class A
common stock for each share of Class B common stock. Shareholders do not have
preemptive rights to subscribe for additional shares on a pro rata basis and the
shares have no redemption or repurchase provisions.

         Holders of Class A common stock are entitled to one vote per share and
holders of Class B common stock are entitled to ten votes per share. In the
election of directors each holder of common stock my cumulate or multiply the
number of votes to which he or she may be entitled by the total number of
directors to be elected and may cast the whole number of such votes for one
candidate or may distribute such votes among the nominees for director.

         Shareholders are entitled to dividends when declared by the Board of
Directors, subject to provisions of the Pennsylvania Business Corporation Law
that restrict the payment of a dividend if, after giving effect to such
dividend: (1) the Company would be unable to pay its debts as they become due or
(2) the Company's total assets would be less than the amount needed to satisfy
any preferential rights of shareholders. In addition, any restrictions on the
right of the Company's banking subsidiary, Royal Bank America (the "Bank"), to
pay dividends will apply indirectly to the Company because cash available to the
Company for dividend distributions will be derived primarily from dividends paid
to the Company by the Bank.

         Shareholder approval needed for certain corporate actions is as
follows:

         o   Mergers, consolidations, liquidations, sales of substantially all
             assets - approval by two thirds of the total votes entitled to be
             cast by all holders of the outstanding shares of common stock..

         o   Amendment of Articles of Incorporation (other than for the purposes
             named above) - approval by a majority of the votes entitled to be
             cast by all shareholders. Shareholders are not entitled under
             applicable Pennsylvania law or under the Articles of Incorporation
             to propose amendments to the Articles of Incorporation.

         o   Amendment of Bylaws - approval by a majority vote of the Board of
             Directors or by affirmative vote of a majority of the total votes
             entitled to be cast by the shareholders.

         o   Holding of a special meeting of the shareholders - shareholders
             have no right under Pennsylvania law or the Company's articles of
             incorporation to call a special meeting of the shareholders; a
             special meeting may be called upon request by the President, a
             majority of the Board of Directors or by the Executive Committee of
             the Board of Directors.

         The Articles of Incorporation of the Company authorize the Board of
Directors to oppose a tender offer for shares of the Company on the basis of
factors other than the economic benefit to shareholders. Factor that may be
considered by the Company include: the impact of the acquisition upon the
community; the effect of the acquisition upon employees, depositors, vendors,
creditors, shareholders and loan and other customers; and the reputation and
business practices of the tender offeror.

<PAGE>

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Certain legal matters in connection with the Plan have been passed upon
for Royal by the law firm of Mette, Evans & Woodside. Neither the firm nor any
attorney in the firm owns any shares of Royal.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Pennsylvania law provides that a Pennsylvania corporation may indemnify
directors, officers, employees, and agents of the corporation against
liabilities they may incur in such capacities for any action taken or any
failure to act, whether or not the corporation would have the power to indemnify
the person under any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful misconduct.
Pennsylvania law also permits the adoption of a bylaw amendment, with the
approval of a corporation's shareholders, providing for the elimination of a
director's liability for monetary damages for any action taken or any failure to
act unless (1) the director has breached or failed to perform the duties of his
office and (2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.

         Royal's articles of incorporation and bylaws have provisions providing
for (1) indemnification of directors, officers, employees, and agents of the
Registrant and of its subsidiaries, and (2) the elimination of a director's
liability for monetary damages, each to the full extent permitted by
Pennsylvania law.

         Directors and officers are also insured against certain liabilities for
their actions, as such, by an insurance policy obtained by Royal.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         4.1   Royal Bancshares of Pennsylvania, Inc. Stock Option and
               Appreciation Right Plan, as amended March 16, 2005. (Incorporated
               by reference to Exhibit A to Royal's definitive proxy statement,
               filed with the Securities and Exchange Commission on April 12,
               2005.)

         4.2   Articles of Incorporation. (Incorporated by reference to Exhibit
               C included in Royal's Registration Statement on Form S-4
               (Registration No. 033-80616), filed with the Securities and
               Exchange Commission on June 15, 1994.)

         4.3   By-Laws. (Incorporated by reference to Exhibit 99 to Royal's
               Current Report on Form 8-K, filed with the Securities and
               Exchange Commission on March 13, 2001.)

         5     Opinion re: Legality and Consent of Mette, Evans and Woodside.,
               special counsel to Royal.

         23.1  Consent of Beard Miller Company LLP.

         23.2  Consent of Grant Thornton, LLP.

         23.3  Consent of Mette, Evans and Woodside, special counsel to Royal
               (included in Exhibit 5.)

         24    Powers of Attorney (included on signature page.)

<PAGE>

Item 9.  Undertakings.
         ------------

         (a) The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus required by section 10(a)(3)
         of the Securities Act of 1933, unless the information required to be
         included in such post-effective amendment is contained in a periodic
         report filed by the Registrant pursuant to section 13 or 15(d) of the
         Securities Exchange Act of 1934 that is incorporated herein by
         reference;

                    (ii) To reflect in the prospectus any facts or events
         arising after the effective date of the registration statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the registration statement, unless the information required to
         be included in such post-effective amendment is contained in a periodic
         report filed by the Registrant pursuant to section 13 or 15(d) of the
         Securities Exchange Act of 1934 that is incorporated herein by
         reference;

                    (iii) To include any material information with respect to
         the plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement.

             (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liability (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Narberth, Commonwealth of Pennsylvania, on this 16
day of November 2005.

                                   ROYAL BANCSHARES OF PENNSYLVANIA, INC.
                                   (Registrant)


                                   By  /s/ Joseph P. Campbell
                                       ----------------------------------
                                       Joseph P. Campbell
                                       CEO and President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

         KNOW ALL MEN BY THESE PRESENTS, that each Director whose signature
appears below constitutes and appoints Joseph P. Campbell, James J. McSwiggan
and Jeffrey T. Hanuscin and each of them, his true and lawful attorney-in-fact,
as agent with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacity, to sign any or all amendments to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as they might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      Signature and Title
      -------------------

/s/ Joseph P. Campbell                                 November 16, 2005
----------------------------------
Joseph P. Campbell
CEO/President/Director
(Principal Executive Officer)

/s/ Jeffrey T. Hanuscin                                November 16, 2005
----------------------------------
Jeffrey T. Hanuscin
Chief Financial Officer
(Principal Financial Officer and
 Principal Accounting Officer)

<PAGE>


/s/ James J. McSwiggan                                November 16, 2005
----------------------------------
James J. McSwiggan
Director/Chief Operating Officer

/s/ Robert R. Tabas                                   November 16, 2005
----------------------------------
Robert R. Tabas
Chairman of the Board

/s/ John M. Decker                                    November 16, 2005
----------------------------------
John M. Decker
Director/ Senior Vice President

/s/ Murray Stempel, III                               November 16, 2005
----------------------------------
Murray Stempel, III
Director/ Senior Vice President

/s/ Carl M. Cousins                                   November 16, 2005
----------------------------------
Carl M. Cousins
Director

/s/ Jack R. Loew                                      November 16, 2005
----------------------------------
Jack R. Loew
Director

/s/ Anthony J. Micale                                 November 16, 2005
----------------------------------
Anthony J. Micale
Director

                                                      November 16, 2005
----------------------------------
Mitchell L. Morgan
Director

/s/ Albert Ominsky                                    November  16, 2005
----------------------------------
Albert Ominsky
Director


<PAGE>



/s/ Gregory T. Reardon                                November 16, 2005
----------------------------------
Gregory T. Reardon
Director

/s/ Linda Tabas Stempel                               November 16, 2005
----------------------------------
Linda Tabas Stempel
Director

/s/ Evelyn Rome Tabas                                 November 16, 2005
----------------------------------
Evelyn Rome Tabas
Director

/s/ Lee E. Tabas                                      November 16, 2005
----------------------------------
Lee E. Tabas
Director

/s/ Edward B. Tepper                                  November 16, 2005
----------------------------------
Edward B. Tepper
Director

/s/ Howard Wurzak                                     November 16, 2005
----------------------------------
Howard Wurzak
Director









<PAGE>


                                  EXHIBIT INDEX

 Exhibit


4.1    Royal Bancshares of Pennsylvania, Inc. Stock Option and Appreciation
       Right Plan, as amended March 16, 2005. (Incorporated by reference to
       Exhibit A to Royal's definitive proxy statement, filed with the
       Securities and Exchange Commission on April 12, 2005.)

4.2    Articles of Incorporation. (Incorporated by reference to Exhibit C
       included in Royal's Registration Statement on Form S-4 (Registration No.
       033-80616), filed with the Securities and Exchange Commission on June 15,
       1994.)

4.3    By-Laws. (Incorporated by reference to Exhibit 99 to Royal's Current
       Report on Form 8-K, filed with the Securities and Exchange Commission on
       March 13, 2001.)

5      Opinion re: Legality and Consent of Mette, Evans and Woodside., special
       counsel to Royal.

23.1   Consent of Beard Miller Company LLP.

23.2   Consent of Grant Thornton, LLP.

23.3   Consent of Mette, Evans and Woodside, special counsel to Royal (included
       in Exhibit 5.)

24     Powers of Attorney (included on signature page.)
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "S-8", "secsgml_size_bytes": 22457}]
{"company-data": {"conformed-name": "ROYAL BANCSHARES OF PENNSYLVANIA INC", "cik": "0000922487", "assigned-sic": "6022", "irs-number": "231627866", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-129894", "film-number": "051221793"}, "business-address": {"street1": "732 MONTGOMERY AVE", "city": "NARBERTH", "state": "PA", "zip": "19072", "phone": "6106684700"}, "mail-address": {"street1": "732 MONGTOMERY AVENUE", "city": "NARBERTH", "state": "PA", "zip": "19072"}}
As filed with the Securities and Exchange Commission on November 16, 2005

                                               Registration No. 333-

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  -------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  ------------

                     ROYAL BANCSHARES OF PENNSYLVANIA, INC.
               --------------------------------------------------
               (Exact name of issuer as specified in its charter)

        Pennsylvania                                     23-2812193
        ------------                                     ----------
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

                    732 Montgomery Avenue, Narberth, PA    19072
               ----------------------------------------------------
               (Address of Principal Executive Offices)  (Zip Code)

                     Royal Bancshares of Pennsylvania, Inc.
                     --------------------------------------
                    Stock Option and Appreciation Right Plan
                    ----------------------------------------
                            (Full title of the Plan)

                  Jeffrey T. Hanuscin, Chief Financial Officer
                     Royal Bancshares of Pennsylvania, Inc.
                              732 Montgomery Avenue
                          Narberth, Pennsylvania 19072
                  ---------------------------------------------
                     (Name and address of agent for service)

                                 (610) 668-4700
                                 --------------
          (Telephone number, including area code, of agent for service)

                                 --------------

                                   Copies to:

                          Mary Alice Busby, Esquire
                          Mette, Evans & Woodside
                          1105 Berkshire Boulevard, Suite 320
                          Wyomissing, PA  19610
                          (610) 374-1135
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------
                                            Proposed              Proposed
Title of                   Amount           maximum               maximum
securities                 to be            offering              aggregate        Amount of
to be                      registered       price                 offering         registration
registered                 (1)              per share(2)          price (2)        fee
------------------------------------------------------------------------------------------------------
Class A                    150,000          $23.76                $3,564,000       $419.48
Common Stock               shares
($2.00 par value)

------------------------------------------------------------------------------------------------------
(1)      In accordance with Rule 416, this Registration Statement shall also
         register any additional shares of the Registrant's common stock which
         may become issuable to prevent dilution resulting from stock splits,
         stock dividends or similar transactions, as provided by the Plan.

(2)      Shares are being registered for stock options and contemporaneously
         granted stock appreciation rights issued pursuant to the Royal
         Bancshares of Pennsylvania, Inc. Stock Option and Appreciation Right
         Plan. The offering (exercise) price per share has been computed
         pursuant to Rule 457 (c) and (h)(1) based on the average of the high
         and low prices of the common stock of the Registrant on the Nasdaq
         National Market on November 11, 2005.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents are incorporated by reference in this
Registration Statement:

         (a) Royal's Annual Report on Form 10-K for the year ended December 31,
             2004.

         (b) Royal's Quarterly Reports on Form 10-Q for the quarters ended March
             31, 2005, June 30, 2005 and September 30, 2005.

         (c) Royal's Current Reports on Form 8-K filed with the SEC on January
             21, 2005; January 25, 2005; April 25, 2005; July 26, 2005; August
             18, 2005; August 26, 2005 and October 25, 2005.

         (d) All other reports filed by Royal pursuant to sections 13(a) or
             15(d) of the Securities Exchange Act of 1934, as amended (the
             "Exchange Act"), since December 31, 2004.

         All documents subsequently filed by Royal pursuant to sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4.  Description of Securities.
         -------------------------

         Royal's Articles of Incorporation authorize the issuance of 18,000,000
shares of Class A common stock, par value $2.00 per share and 2,000,000 shares
of Class B common stock, par value $0.10 per share. Class A common stock is
being offered under the Royal Bancshares of Pennsylvania, Inc. Stock Option and
Appreciation Right Plan. As of September 30, 2005, there were 10,494,472 shares
of Class A common stock outstanding. Holders of Class B common stock may convert
their shares into Class A common stock at a rate of 1.15 shares of Class A
common stock for each share of Class B common stock. Shareholders do not have
preemptive rights to subscribe for additional shares on a pro rata basis and the
shares have no redemption or repurchase provisions.

         Holders of Class A common stock are entitled to one vote per share and
holders of Class B common stock are entitled to ten votes per share. In the
election of directors each holder of common stock my cumulate or multiply the
number of votes to which he or she may be entitled by the total number of
directors to be elected and may cast the whole number of such votes for one
candidate or may distribute such votes among the nominees for director.

         Shareholders are entitled to dividends when declared by the Board of
Directors, subject to provisions of the Pennsylvania Business Corporation Law
that restrict the payment of a dividend if, after giving effect to such
dividend: (1) the Company would be unable to pay its debts as they become due or
(2) the Company's total assets would be less than the amount needed to satisfy
any preferential rights of shareholders. In addition, any restrictions on the
right of the Company's banking subsidiary, Royal Bank America (the "Bank"), to
pay dividends will apply indirectly to the Company because cash available to the
Company for dividend distributions will be derived primarily from dividends paid
to the Company by the Bank.

         Shareholder approval needed for certain corporate actions is as
follows:

         o   Mergers, consolidations, liquidations, sales of substantially all
             assets - approval by two thirds of the total votes entitled to be
             cast by all holders of the outstanding shares of common stock..

         o   Amendment of Articles of Incorporation (other than for the purposes
             named above) - approval by a majority of the votes entitled to be
             cast by all shareholders. Shareholders are not entitled under
             applicable Pennsylvania law or under the Articles of Incorporation
             to propose amendments to the Articles of Incorporation.

         o   Amendment of Bylaws - approval by a majority vote of the Board of
             Directors or by affirmative vote of a majority of the total votes
             entitled to be cast by the shareholders.

         o   Holding of a special meeting of the shareholders - shareholders
             have no right under Pennsylvania law or the Company's articles of
             incorporation to call a special meeting of the shareholders; a
             special meeting may be called upon request by the President, a
             majority of the Board of Directors or by the Executive Committee of
             the Board of Directors.

         The Articles of Incorporation of the Company authorize the Board of
Directors to oppose a tender offer for shares of the Company on the basis of
factors other than the economic benefit to shareholders. Factor that may be
considered by the Company include: the impact of the acquisition upon the
community; the effect of the acquisition upon employees, depositors, vendors,
creditors, shareholders and loan and other customers; and the reputation and
business practices of the tender offeror.
Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Certain legal matters in connection with the Plan have been passed upon
for Royal by the law firm of Mette, Evans & Woodside. Neither the firm nor any
attorney in the firm owns any shares of Royal.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Pennsylvania law provides that a Pennsylvania corporation may indemnify
directors, officers, employees, and agents of the corporation against
liabilities they may incur in such capacities for any action taken or any
failure to act, whether or not the corporation would have the power to indemnify
the person under any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful misconduct.
Pennsylvania law also permits the adoption of a bylaw amendment, with the
approval of a corporation's shareholders, providing for the elimination of a
director's liability for monetary damages for any action taken or any failure to
act unless (1) the director has breached or failed to perform the duties of his
office and (2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.

         Royal's articles of incorporation and bylaws have provisions providing
for (1) indemnification of directors, officers, employees, and agents of the
Registrant and of its subsidiaries, and (2) the elimination of a director's
liability for monetary damages, each to the full extent permitted by
Pennsylvania law.

         Directors and officers are also insured against certain liabilities for
their actions, as such, by an insurance policy obtained by Royal.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         4.1   Royal Bancshares of Pennsylvania, Inc. Stock Option and
               Appreciation Right Plan, as amended March 16, 2005. (Incorporated
               by reference to Exhibit A to Royal's definitive proxy statement,
               filed with the Securities and Exchange Commission on April 12,
               2005.)

         4.2   Articles of Incorporation. (Incorporated by reference to Exhibit
               C included in Royal's Registration Statement on Form S-4
               (Registration No. 033-80616), filed with the Securities and
               Exchange Commission on June 15, 1994.)

         4.3   By-Laws. (Incorporated by reference to Exhibit 99 to Royal's
               Current Report on Form 8-K, filed with the Securities and
               Exchange Commission on March 13, 2001.)

         5     Opinion re: Legality and Consent of Mette, Evans and Woodside.,
               special counsel to Royal.

         23.1  Consent of Beard Miller Company LLP.

         23.2  Consent of Grant Thornton, LLP.

         23.3  Consent of Mette, Evans and Woodside, special counsel to Royal
               (included in Exhibit 5.)

         24    Powers of Attorney (included on signature page.)
Item 9.  Undertakings.
         ------------

         (a) The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus required by section 10(a)(3)
         of the Securities Act of 1933, unless the information required to be
         included in such post-effective amendment is contained in a periodic
         report filed by the Registrant pursuant to section 13 or 15(d) of the
         Securities Exchange Act of 1934 that is incorporated herein by
         reference;

                    (ii) To reflect in the prospectus any facts or events
         arising after the effective date of the registration statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the registration statement, unless the information required to
         be included in such post-effective amendment is contained in a periodic
         report filed by the Registrant pursuant to section 13 or 15(d) of the
         Securities Exchange Act of 1934 that is incorporated herein by
         reference;

                    (iii) To include any material information with respect to
         the plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement.

             (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liability (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Narberth, Commonwealth of Pennsylvania, on this 16
day of November 2005.

                                   ROYAL BANCSHARES OF PENNSYLVANIA, INC.
                                   (Registrant)

                                   By  /s/ Joseph P. Campbell
                                       ----------------------------------
                                       Joseph P. Campbell
                                       CEO and President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

         KNOW ALL MEN BY THESE PRESENTS, that each Director whose signature
appears below constitutes and appoints Joseph P. Campbell, James J. McSwiggan
and Jeffrey T. Hanuscin and each of them, his true and lawful attorney-in-fact,
as agent with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacity, to sign any or all amendments to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as they might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      Signature and Title
      -------------------

/s/ Joseph P. Campbell                                 November 16, 2005
----------------------------------
Joseph P. Campbell
CEO/President/Director
(Principal Executive Officer)

/s/ Jeffrey T. Hanuscin                                November 16, 2005
----------------------------------
Jeffrey T. Hanuscin
Chief Financial Officer
(Principal Financial Officer and
 Principal Accounting Officer)
/s/ James J. McSwiggan                                November 16, 2005
----------------------------------
James J. McSwiggan
Director/Chief Operating Officer

/s/ Robert R. Tabas                                   November 16, 2005
----------------------------------
Robert R. Tabas
Chairman of the Board

/s/ John M. Decker                                    November 16, 2005
----------------------------------
John M. Decker
Director/ Senior Vice President

/s/ Murray Stempel, III                               November 16, 2005
----------------------------------
Murray Stempel, III
Director/ Senior Vice President

/s/ Carl M. Cousins                                   November 16, 2005
----------------------------------
Carl M. Cousins
Director

/s/ Jack R. Loew                                      November 16, 2005
----------------------------------
Jack R. Loew
Director

/s/ Anthony J. Micale                                 November 16, 2005
----------------------------------
Anthony J. Micale
Director

                                                      November 16, 2005
----------------------------------
Mitchell L. Morgan
Director

/s/ Albert Ominsky                                    November  16, 2005
----------------------------------
Albert Ominsky
Director
/s/ Gregory T. Reardon                                November 16, 2005
----------------------------------
Gregory T. Reardon
Director

/s/ Linda Tabas Stempel                               November 16, 2005
----------------------------------
Linda Tabas Stempel
Director

/s/ Evelyn Rome Tabas                                 November 16, 2005
----------------------------------
Evelyn Rome Tabas
Director

/s/ Lee E. Tabas                                      November 16, 2005
----------------------------------
Lee E. Tabas
Director

/s/ Edward B. Tepper                                  November 16, 2005
----------------------------------
Edward B. Tepper
Director

/s/ Howard Wurzak                                     November 16, 2005
----------------------------------
Howard Wurzak
Director
EXHIBIT INDEX

 Exhibit

4.1    Royal Bancshares of Pennsylvania, Inc. Stock Option and Appreciation
       Right Plan, as amended March 16, 2005. (Incorporated by reference to
       Exhibit A to Royal's definitive proxy statement, filed with the
       Securities and Exchange Commission on April 12, 2005.)

4.2    Articles of Incorporation. (Incorporated by reference to Exhibit C
       included in Royal's Registration Statement on Form S-4 (Registration No.
       033-80616), filed with the Securities and Exchange Commission on June 15,
       1994.)

4.3    By-Laws. (Incorporated by reference to Exhibit 99 to Royal's Current
       Report on Form 8-K, filed with the Securities and Exchange Commission on
       March 13, 2001.)

5      Opinion re: Legality and Consent of Mette, Evans and Woodside., special
       counsel to Royal.

23.1   Consent of Beard Miller Company LLP.

23.2   Consent of Grant Thornton, LLP.

23.3   Consent of Mette, Evans and Woodside, special counsel to Royal (included
       in Exhibit 5.)

24     Powers of Attorney (included on signature page.)