SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TABAS ROBERT R

(Last)

(First)

(Middle)

681 BLACK ROCK ROAD

(Street)

BRYN MAWR

19010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROYAL BANCSHARES OF PENNSYLVANIA INC [ rbpaa ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2003

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Royal Bancshares of Pennsylvania Class A Common	09/08/2003		S		1,000	D	$26.85	54,452⁽¹⁾	D
Royal Bancshares of Pennsylvania Class A Common	09/08/2003		S		2,000	D	$26.85	55,452	D
Royal Bancshares of Pennsylvania class a common	09/04/2003	09/04/2003	P		7,342	A	$25,890	57,452	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Royal Bancshares of Pennsylvania, Inc.employee stock options	$5.63	09/04/2003	09/04/2003	M			3,374	04/23/1999	04/23/2004	Royal Bancshares of Pennsylvania class a common	3,374	$25.89	46,804	D
Royal Bancshares of Pennsylvania employee stock options	$5.429	09/04/2003	09/04/2003	M			3,968	04/23/2000	04/23/2005	Royal Bancshares of Pennsylvania class a common	3,968	$25.89	42,836	D

Explanation of Responses:

1. At 9-8-03 the amount of securities beneficially owned were: Robert R. Tabas individually and with spouse: "A" 54,452 shares "B" 5,665 shares. Robert Tabas disclaims beneficial ownership of shares held in trust for him by Daniel M. Tabas and Evelyn Tabas. Lee Tabas disclaims beneficial ownership of shares held in trust or custodial accounts for his children by Robert Tabas' parents, Daniel M. Tabas and Evelyn Tabas.

Remarks:

	Richard S. Hannye, Secretary, Royal Bancshares of Pennsylvania as Power of Attorney for Robert R. Tabas	09/08/2003
	** 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 4 (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.