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                                   EXHIBIT 14
                                   ----------

                        ROYAL BANCSHARES OF PENNSYLVANIA
                    BOARD OF DIRECTORS AND SENIOR MANAGEMENT
                                 CODE OF ETHICS


We believe that maintenance of extremely high standards of honest, ethical and
impartial conduct is essential to assure the proper performance of Royal's
business and maintenance of the public's trust. Our Code of Conduct ("code")
sets forth the policies and procedures applicable to all in Royal's operations.

            [_]   We require compliance with the law and insist upon ethical
                  behavior. This responsibility cannot be delegated or assumed
                  by the company.

            [_]   Royal's Code is intended to guide our personnel's day-to-day
                  conduct. We recognize that our code cannot anticipate every
                  possible situation or cover every topic in detail. Most of the
                  topics covered in this code are explained in greater detail in
                  our various policies, procedures and guidelines such as those
                  contained in our Bank's Employee Handbook. From time-to-time,
                  we establish compliance programs to address specific subjects.
                  All members of the Royal family are encouraged to seek
                  guidance before taking any action on any manner in which he or
                  she may be unclear.

            [_]   We recognize that the standards in this code can not
                  necessarily take into account all legal requirements. Where
                  more restrictive local laws or requirements exist, those take
                  precedence.

            [_]   All Royal members are expected to comply with all applicable
                  governmental rules and regulations. Any failure to obey such
                  laws and regulations violates this code. Violation of our code
                  or compliance programs will not be tolerated and will result
                  in corrective action, up to and including termination. We
                  encourage all personnel to report any known violation.
                  Violators should expect that we will pursue remedies to full
                  extent of the law, including civil remedies from violators as
                  well as referral of any criminal misconduct to law enforcement
                  agencies.

            [_]   We require all personnel to report suspected violations of
                  this code, immediately to our Corporate Compliance Officer.

            [_]   Any questions about a topic covered in our code, should be
                  directed to our Corporate Compliance Officer, our in-house or
                  Corporate Counsel. We insist that any fiscal unethical or
                  illegal conduct, be reported to our Corporate Compliance
                  Officer or the Chairman of our Audit Committee.


Conflicts of Interest
---------------------

    A "conflict of interest" exists any time one faces a choice between what is
in a person's own personal interest (financial or otherwise) and the interest of
our company. When a conflict of interest arises, we encourage our directors and
officers to act with great care to avoid any possibility that their actions do
not appear to be in the best interest of the company. Should any of our people
find themselves in a position where his or her objectivity may be questioned
because of individual interest or family or personal relationships, we ask that
they notify our Corporate Compliance Officer immediately for guidance.

Ownership Interests
-------------------

    Board of Directors approval is required for our company to do business with
an entity in which a director, senior officer or family member owns - directly
or indirectly - an interest. Whenever such persons or a family member own or
acquire an interest that is greater than 5% in any entity, Board approval is
needed when:






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            [_]   Such entity has more than $1,000 in  deposits, loans or does
                  more than $1,000 in annual sales of goods or services to our
                  company or its affiliates; or

            [_]   If such persons help make entity purchasing or lending
                  decisions or have a part in payment for the goods and
                  services.

 Whenever an ownership interest does not meet any of the above criteria, Board
approval is not needed, however, all such persons are expected to remain
obligated to keep our company's and those of our shareholders interest first in
mind.

Gifts, Meals Services and Entertainment
---------------------------------------

         No one is permitted to request or accept anything that might be used or
perceived as a means to influence such individual against the company's best
interests. Personal gifts should not be accepted other than those considered
common business courtesies and for which one would reasonably expect to give
something similar in return in the normal course of business. No one may accept
or give any gift in excess of $100 in value without the prior approval of our
Corporate Compliance Officer. (notwithstanding anything contained in this Code
to the contrary, the term "Gift(s)" or "gift(s)" shall mean a gift with a Fair
Market Value in excess of $100.)

Safeguarding Company Assets/Accuracy of Books and Records
---------------------------------------------------------

    We maintain internal controls to provide direction on protecting company
assets and financial accountability. The controls are based upon the following
principles:

We do not permit:

            [_]   Making personal use of company assets that creates additional
                  costs for the company, interferes with work duties or violates
                  any company policies;

            [_]   Allowing company property to be used in any manner that may be
                  or may be used in connection with any illegal acts;

            [_]   The manipulation of financial accounts, records or reports for
                  personal gain;

            [_]   The maintenance of off-the-book accounts intended to
                  facilitate questionable or illegal payments; or

            [_]   The violation of any law or regulation.

We Insist That All Personnel:

            [_]   Prepare project budget proposals with accurate information;

            [_]   Maintain books, accounts and records according to generally
                  accepted accounting principles, using enough detail to reflect
                  accurately and fairly company transactions;

            [_]   Record transactions in a timely manner, so that no misleading
                  financial information is created. (These transactions include,
                  but are not limited to, income, expense, indebtedness,
                  obligation, reserves and acquisition or disposition of assets,
                  etc.);

            [_]   Retain company records in accordance with established policies
                  and applicable legal and regulatory requirements; and

            [_]   Give full, fair, accurate, timely, and understandable
                  disclosure in any and all periodic reports filed with the
                  United States Securities and Exchange Commission.





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Insider Trading
---------------

      Any member of the Royal Family that is privy to material or confidential
information about our company or any company with whom we have a business
relationship and trades Company securities such as stocks or bonds, while in
possession of that information or tell others about it before it is made public
may have violated the insider trading laws. Insider trading is a crime that can
carry severe penalties.

    Material information includes the type of news that would affect a
reasonable investor's decision on whether or not to invest in the company's
stock. Examples include plans to issue securities, sharp changes in earnings
patterns, changes in dividend rates, changes in key management personnel,
mergers, acquisitions, and important regulatory actions affecting the company.
Our policy forbids Royal members from trading not only in our stock, but also in
those of our suppliers, customers or other companies with whom we have a
business relationship while in possession of material inside information learned
in the course of one's employment at our company.

    We encourage all directors and officers to invest in our stock. However,
should any director or officer have access to any information not readily
available to the public, such persons must be very careful when trading stock to
be sure you have not traded while in possession of material non-public
information. Should one have such information:

            [_]   Do not tell anyone not authorized to have the information. A
                  casual remark to a family member or friend could find its way
                  to a broker and eventually to the entire financial community
                  thereby requiring the company to take corrective action. Any
                  such "tipping" may be illegal and damaging to the company, our
                  employees or our investors.

            [_]   Do not trade in our company's stock (or that of an applicable
                  outside company) until the news has been made widely public.
                  Circumstances suggesting the possibility of insider trading
                  tarnish our reputation and may result in an investigation by
                  governmental authorities of company and stockbroker records of
                  stock trading transactions. Even unintended violations could
                  damage the company's reputation and result in liability or
                  penalties, including criminal charges and fines against such
                  individual(s).

            [_]   This policy against insider trading also covers transfers into
                  and out of company stock or savings plans and changes in
                  patterns involving purchases of our stock within the plans.
                  However, generally, regular scheduled monthly purchases of our
                  stock within plans are not prohibited. We encourage best
                  practices at all times and ask all our members to exercise
                  caution so as not to jeopardize investor confidence.

If you are planning to effect a transaction in our securities, all members are
required to contact our in-house Corporate Counsel or Executive Vice President
for clearance.

Ethical Standards Regarding Giving and Accepting Gifts
------------------------------------------------------

    Our company and its directors and officers must maintain high ethical and
professional standards in all our dealings.

            [_]   We will not tolerate anyone offering to or making payment in
                  money or anything of value to anyone, including a government
                  official, agent or employee of a government, political party,
                  with the intent to induce favorable business treatment or to
                  improperly affect business or governmental decisions. We
                  insist on honesty and integrity from all parties to our
                  business activities.






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            [_]   Our code cannot necessarily contemplate all actions or all
                  local legal requirements. Where more restrictive local laws
                  exist, those take precedence. In general, we do not consider
                  ordinary and reasonable business entertainment or gifts of
                  insubstantial value that are customary and legal in the local
                  market to be improper. However, we encourage all members to
                  exercise their best judgment so as to avoid even the hint of
                  inappropriate behavior. If you are uncertain, contact our
                  in-house corporate counsel for guidance.

            [_]   We ask that you document any entertainment of and gifts to
                  customers, vendors, suppliers and potential customers, vendors
                  and suppliers, as well as any and all gifts received from
                  customers, vendors, supplier and potential customers, vendors
                  and suppliers, when in doubt, seek guidance from our in-house
                  corporate counselor on how to proceed.