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 LEE E

(Last)

(First)

(Middle)

ONE DOVE LANE

(Street)

HAVERFORD, PA 19041

19041

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2006

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	07/28/2006		P		1,823	A	$12.317	1,823	D
Royal Bancshares of Pennsylvania Class A Common	07/28/2006		P		1,736	A	$12.512	3,559	D
Royal Bancshares of Pennsylvania Class A Common	07/28/2006		P		1,638	A	$18.819	5,197	D
Royal Bancshares of Pennsylvania Class A Common	07/28/2006		P		1,591	A	$19.191	6,788	D
Royal Bancshares of Pennsylvania Class A Common	07/28/2006		P		1,560	A	$23.51	8,348	D
Royal Bancshares of Pennsylvania Class A Common	07/28/2006		P		1,530	A	$22.975	9,878⁽²⁾	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	$12.317	07/28/2006		M			1,823	04/19/2000	04/19/2010	Royal Bancshares of Pennsylvania	1,823	$0	0	D
Royal Bancshares of Pennsylvania	$12.512	07/28/2006		M			1,736	04/19/2001	04/19/2011	Royal Bancshares of Pennsylvania Class A Common	1,736	$0	0	D
Royal Bancshares of Pennsylvania	$18.819	07/28/2006		M			1,638	04/19/2002	04/19/2012	Royal Bancshares of Pennsylvania Class A Common	1,638	$0	0	D
Royal Bancshares of Pennsylvania	$19.191	07/28/2006		M			1,591	04/21/2003	04/21/2013	Royal Bancshares of Pennsylvania Class A Common	1,591	$0	0	D
Royal Bancshares of Pennsylvania	$23.51	07/28/2006		M			1,560	04/22/2004	04/22/2014	Royal Bancshares of Pennsylvania Class A Common	1,560	$0	0	D
Royal Bancshares of Pennsylvania	$22.975	07/28/2006		M			1,530	06/16/2005	06/16/2015	Royal Bancshares of Pennsylvania Class A Common	1,530	$0	0⁽¹⁾	D

Explanation of Responses:

1. As of 8-2-06, Lee Tabas has 0 unexercised stock options.

2. As of 8-2-06 Lee Tabas has 291,416 Non Derivative Securities

Remarks:

	Kimberly Plisinski, Royal Bancshares of Pennsylvania, as Power of Attorney for Lee Tabas	08/02/2006
	** 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.
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