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

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1. Name and Address of Reporting Person^*

Egan Martin

(Last)

(First)

(Middle)

MARTIN F. EGAN

405 SILVERSIDE ROAD

(Street)

WILMINGTON

19809

(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. [ TBBKD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP, CFO and Secretary

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	3,725	D
Common Stock	1,000	I	By wife
Common Stock	575	I	By wife's IRA⁽¹⁾

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)	⁽²⁾	12/15/2009	Common Stock	10,000	$10	D
Stock Option (right to buy)	⁽²⁾	07/18/2010	Common Stock	7,500	$10	D
Stock Option (right to buy)	⁽³⁾	10/15/2013	Common Stock	1,000	$11	D
Stock Option (right to buy)	⁽²⁾	02/02/2014	Common Stock	34,498	$10.87	D
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	603	⁽⁴⁾	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

2. Immediately exercisable.

3. This stock option vests in four equal annual installments on 10/15/2004, 10/15/2005, 10/15/2006 and 10/15/2007.

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

	Martin F. Egan	01/21/2005
	** 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.
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