SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

COHEN BETSY Z

(Last)

(First)

(Middle)

BETSY Z. COHEN

1818 MARKET STREET, 28TH FLOOR

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/23/2004

3. Issuer Name and Ticker or Trading Symbol
Bancorp, Inc. [ TBBK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	252,004	I	By Solomon Investment Partnership, L.P.⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽³⁾	07/18/2010	Common Stock	150,000	$10	D
Stock Option (right to buy)	⁽³⁾	02/02/2014	Common Stock	201,241	$10.87	D
Series A Convertible Preferred Stock⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	68,834	⁽⁵⁾	D

Explanation of Responses:

1. Table I does not include the following Common Shares as to which the reporting person disclaims beneficial ownership: (i) 323,286 Common Shares held by Resource America, Inc., the Chairman of the Board of which is the spouse of the reporting person, and the Chief Executive Officer, President and a director of which is the son of the reporting person; and (ii) 177,142 Common Shares deposited in a trust established in connection with a supplemental employee retirement plan for the benefit of the reporting person's spouse.

2. The reporting person and her spouse are the sole limited partners and the sole shareholders, officers and directors of the corporate general partner of Solomon Investment Partnership, L.P.

3. Immediately exercisable.

4. Table II does not include the following Series A Preferred Shares as to which the reporting person disclaims beneficial ownership: (i) 85,004 Preferred Shares held by Resource America, Inc., the Chairman of the Board of which is the spouse of the reporting person, and the Chief Executive Officer, President and a director of which is the son of the reporting person; and (ii) 46,577 Preferred Shares deposited in a trust established in connection with a supplemental employee retirement plan or the benefit of the reporting person's spouse.

5. Series A preferred stock is immediately convertible into common stock on a 1-for-1 basis.

	Betsy Z. Cohen	02/07/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.