<SUBMISSION>
<ACCESSION-NUMBER>0001135428-04-000200
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20040331
<FILING-DATE>20040505
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>MID PENN BANCORP INC
<CIK>0000879635
<ASSIGNED-SIC>6022
<IRS-NUMBER>251666413
<STATE-OF-INCORPORATION>PA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-13677
<FILM-NUMBER>04780380
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>349 UNION ST
<CITY>MILLERSBURG
<STATE>PA
<ZIP>17061
<PHONE>7176922133
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>349 UNION STREET
<STREET2>349 UNION STREET
<CITY>MILLERSBURG
<STATE>PA
<ZIP>17061
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>mid_penn.txt
<TEXT>
-
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form 10-Q

               QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2004


                         Commission file number 0-20141

                             Mid Penn Bancorp, Inc.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                               25-1666413
-------------------------------                --------------------
(State or other jurisdiction of                (IRS Employer ID No)
Incorporation or Organization)

   349 Union Street, Millersburg, PA                  17061
----------------------------------------           ----------
(Address of principal executive offices)           (Zip Code)

                                 (717) 692-2133
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                   [ X ] Yes      [  ] No

Indicate the number of shares outstanding of each of the classes of common
stock, as of the latest practical date.

3,188,721 shares of Common Stock, $1.00 par value per share, were outstanding as
of March 31, 2004.

<PAGE>



                             MID PENN BANCORP, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (Unaudited; Dollars in thousands)

<TABLE>
<CAPTION>

                                                      March 31,         Dec. 31,
                                                        2004              2003
                                                      ---------         -------
<S>                                                   <C>               <C>
ASSETS:
   Cash and due from banks                              $6,740           $7,456
   Interest-bearing balances                            70,177           69,918
   Available-for-sale securities                        50,392           54,093
   Federal funds sold                                        0                0
   Loans                                               239,734          232,078
      Less,
         Allowance for loan losses                       2,956            2,992
                                                      --------         --------
             Net loans                                 236,778          229,086
                                                      --------         --------
   Bank premises and equip't, net                        5,050             3,920
   Foreclosed assets held for sale                         290             1,117
   Accrued interest receivable                           1,746             1,763
   Cash surrender value of life insurance                5,571             4,953
   Deferred income taxes                                   141               303
   Other assets                                          1,067               857
                                                      --------         --------
             Total Assets                              377,952           373,466
                                                      ========         =========
LIABILITIES & STOCKHOLDERS' EQUITY:
  Deposits:
   Demand                                               33,047            30,762
   NOW                                                  34,435            36,917
   Money Market                                         43,991            45,457
   Savings                                              28,814            27,754
   Time                                                149,658           147,448
                                                      --------          --------
             Total deposits                            289,945           288,338
                                                      --------          --------

   Short-term borrowings                                14,204             9,688
   Accrued interest payable                              1,330             1,045
   Other liabilities                                     1,900             1,350
   Long-term debt                                       35,632            35,684
                                                      --------          --------
              Total Liabilities                        343,011           336,105
                                                      --------          --------
STOCKHOLDERS' EQUITY:

   Common stock, par value $1 per share;
    authorized 10,000,000 shares; issued
    3,207,912 shares at March 31, 2004 and
    December 31, 2003                                    3,208             3,208
   Additional paid-in capital                           23,472            23,472
   Retained earnings                                     7,064             9,805
   Accumulated other comprehensive inc(loss)             1,732             1,415
   Treasury Stock at cost
     (19,191 and 19,408 shs., resp.)                      -535              -539
                                                      --------          --------
             Total Stockholders' Equity                 34,941            37,361
                                                      --------          --------
             Total Liabilities & Equity                377,952           373,466
                                                      ========          ========

</TABLE>

                  The accompanying notes are an integral part
                  of these consolidated financial statements.


<PAGE>


                             MID PENN BANCORP, INC.
                        CONSOLIDATED STATEMENT OF INCOME
                        (Unaudited; dollars in thousands)

<TABLE>
<CAPTION>
                                                            For the Quarter
                                                             Ended Mar. 31,

                                                         2004              2003
                                                        ------           -------
<S>                                                    <C>           <C>
INTEREST INCOME:
  Interest & fees on loans                              $3,739            $3,900
  Int.-bearing balances                                    448               595
  Treas. & Agency securities                               152               151
  Municipal securities                                     388               477
  Other securities                                           9                16
  Fed funds sold and repos                                   0                 0
                                                        ------           -------
       Total Int. Income                                 4,736             5,139
                                                        ------           -------
INTEREST EXPENSE:
  Deposits                                               1,387             1,709
  Short-term borrowings                                     31                64
  Long-term borrowings                                     509               508
                                                        ------           -------
       Total Int. Expense                                1,927             2,281
                                                        ------           -------
       Net Int. Income                                   2,809             2,858
PROVISION FOR LOAN LOSSES                                    0               190
                                                        ------           -------
  Net Int. Inc. after Prov.                              2,809             2,668
                                                        ------           -------
NON-INTEREST INCOME:
  Trust dept                                                54                48
  Service chgs. on deposits                                344               288
  Investment securities
    Gains(losses), net                                     202                 0
  Income on life insurance                                  57                60
  Mortgage banking income                                   32                50
  Other                                                    194               152
                                                        ------           -------
  Total Non-Interest Income                                883               598
                                                        ------           -------
NON-INTEREST EXPENSE:
  Salaries and benefits                                  1,229             1,062
  Occupancy, net                                           134               134
  Equipment                                                174               132
  PA Bank Shares tax                                        63                67
  ATM/Debit card expenses                                   81                55
  Consultant fees                                           50                41
  Director fees and benefits                                47                54
  Computer software licenses and maintenance                41                27
  Stationery and supplies                                   43                45
  Other                                                    415               331
                                                        ------           -------
       Tot. Non-int. Exp.                                2,277             1,948
                                                        ------           -------
  Income before income taxes                             1,415             1,318
INCOME TAX EXPENSE                                         329               266
                                                        ------           -------
       NET INCOME                                       $1,086            $1,052
                                                        ======           =======
NET INCOME PER SHARE                                     $0.34             $0.33
                                                        ======           =======
DIVIDENDS PER SHARE                                      $1.20             $0.19
                                                        ======           =======
Weighted Average No. of
  Shares Outstanding                                 3,187,555         3,188,718

</TABLE>


                  The accompanying notes are an integral part
                  of these consolidated financial statements.


<PAGE>

                             MID PENN BANCORP, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                        (Unaudited; dollars in thousands)

<TABLE>
<CAPTION>
                                                                      For the Quarter
                                                                      Ended March 31,
                                                                      2004       2003
                                                                     ------     -------
<S>                                                                <C>         <C>
Operating Activities:
  Net Income                                                         $1,086      $1,052
Adjustments to reconcile net income
  to net cash provided by operating
  activities:
     Provision for loan losses                                            0         190
     Depreciation                                                       118          91
  Incr. in cash-surr. value of life insurance                          -618         -60
  Investment securities gains, net                                     -202           0
  Loss (gain) on sale/disposal of bank
    premises and equipment                                                0           0
  Loss (gain) on the sale of foreclosed
    assets                                                                8         -20
  Deferred income taxes                                                 162          64
  Change in accrued interest receivable                                  17          18
  Change in other assets                                               -380         213
  Change in accrued interest payable                                    285         335
  Change in other liabilities                                           550         237
                                                                    -------     -------
            Net cash provided by operating activities                 1,026       2,120
                                                                    -------     -------
Investing Activities:
  Net (incr)decr in int-bearing balances                               -259      -2,360
  Proceeds from sale of securities                                    6,482           0
  Proceeds from the maturity of secs.                                 2,839       3,735
  Purchases of investment securities                                 -4,931      -2,666
  Net increase in loans                                              -7,692      -3,528
  Purchases of bank premises & equip't                               -1,248        -825
  Proceeds from sale of foreclosed assets                               819          55
                                                                    -------     -------
            Net cash used in investing activities                    -3,990      -5,589
                                                                    -------     -------
Financing Activities:
  Net (decr)incr. in demand and savings                                -603       6,084
  Net incr.(decr) in time deposits                                    2,210      -2,051
  Net decrease in federal funds sold                                      0           0
  Net incr.(decr) in short-term borrowings                            4,516        -156
  Long-term debt repayments                                             -52         -49
  Cash dividend paid                                                 -3,827        -606
  Reissue (purchase) of treasury stock                                    4         -11
                                                                    -------     -------
            Net cash provided by(used in) financing activities        2,248       3,211
                                                                    -------     -------
  Net decrease in cash & due from banks                                -716        -258
  Cash & due from banks, beg of period                                7,456       8,095
                                                                    -------     -------
  Cash & due from banks, end of period                                6,740       7,837
                                                                    =======     =======

Supplemental Disclosures of Cash Flow Information:
  Interest paid                                                       1,642       1,947
  Income taxes paid                                                       0           0
Supplemental Noncash Disclosures:
  Loan charge-offs                                                       44         241

</TABLE>

                  The accompanying notes are an integral part
                  of these consolidated financial statements.


<PAGE>

                             Mid Penn Bancorp, Inc.
                   Notes to Consolidated Financial Statements

1. The consolidated interim financial statements have been prepared by the
Corporation, with the exception of the consolidated balance sheet dated December
31, 2003, without audit, according to the rules and regulations of the
Securities and Exchange Commission with respect to Form 10- Q. The financial
information reflects all adjustments (consisting only of normal recurring
adjustments) which are, in our opinion, necessary for a fair statement of
results for the periods covered. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted according to these
rules and regulations. We believe, however, that the disclosures are adequate so
that the information is not misleading. You should read these interim financial
statements along with the financial statements including the notes included in
the Corporation's most recent Form 10-K.

2. Interim statements are subject to possible adjustments in connection with the
annual audit of the Corporation's accounts for the full fiscal year. In our
opinion, all necessary adjustments have been included so that the interim
financial statements are not misleading.

3. The results of operations for the interim periods presented are not
necessarily an indicator of the results expected for the full year.

4. Management considers the allowance for loan losses to be adequate at this
time.

5. Short-term borrowings as of March 31, 2004, and December 31, 2003, consisted
of:

(Dollars in thousands)
                                    3/31/04     12/31/03
                                    -------     --------
Federal funds purchased             $10,400      $ 6,000
Repurchase agreements                 3,592        3,246
Treasury, tax and loan note             194          254
Due to broker                            18          188
                                    -------     --------
                                    $14,204      $ 9,688
                                    =======      =======

Federal funds purchased represent overnight funds. Securities sold under
repurchase agreements generally mature between one day and one year. Treasury,
tax and loan notes are open-ended interest bearing notes payable to the U.S.
Treasury upon call. All tax deposits accepted by the Bank are placed in the
Treasury note option account. The due to broker balance represents previous day
balances transferred from deposit accounts under a sweep account agreement.

6. MPB has an unfunded noncontributory defined benefit pension plan for
directors. The plan provides defined benefits based on years of service. MPB
also has other postretirement benefit plans covering full-time employees. These
health care and life insurance plans are noncontributory. MPB uses a December 31
measurement date for its plans.

The components of net periodic benefit costs from these benefit plans are as
follows:

         Three months ended March 31:
         (Dollars in thousands)

                                       Pension Benefits       Other Benefits
                                       2004       2003       2004         2003
                                       ----       ----       ----         ----
  Service cost                          $6         $5         $9           $7
  Interest cost                         10          9          8            7
  Expected return on plan assets         0          0          0            0
  Amortization of transition obligation  0          0          4            4
  Amortization of prior service cost     6          7          0            0
  Amortization of net (gain) loss        0          0          0           (1)
                                       ---         --         --          ---
       Net periodic benefit cost       $22        $21        $21          $17
                                       ---         --         --          ---

7. Earnings per share is computed by dividing net income by the weighted average
number of common shares outstanding during each of the periods presented, giving
retroactive
effect to stock dividends. The Corporation's basic and diluted earnings per
share are the same since there are no dilutive shares of securities outstanding.

8. The purpose of reporting comprehensive income (loss) is to report a measure
of all changes in the Corporation's equity resulting from economic events other
than transactions with stockholders in their capacity as stockholders. For the
Corporation, "comprehensive income(loss)" includes traditional income statement
amounts as well as unrealized gains and losses on certain investments in debt
and equity securities (i.e. available for sale securities). Because unrealized
gains and losses are part of comprehensive income (loss), comprehensive income
(loss) may vary substantially between reporting periods due to fluctuations in
the market prices of securities held.

(In thousands)                                                Three Months
                                                             Ended March 31:
                                                            2004        2003
                                                           ------    --------
Net Income                                                 $1,086      $1,052
                                                           ------      ------
Other comprehensive income(loss):
  Unrealized holding gains (losses)
   on securities arising during the
   period                                                     689         188
  Less:  reclassification
   adjs for gains included
   in net income                                             -202           0
                                                           ------      ------
  Other comprehensive income(loss)
   before income tax (provision)
   benefit                                                    487         188
  Income tax (provision) benefit
   related to other comp.income (loss)                       -170         -64
                                                           ------      ------
  Other comprehensive inc(loss)                               317         124
                                                           ------      ------
       Comprehensive Income                                 1,403       1,176
                                                           ======      ======

<PAGE>

                             Mid Penn Bancorp, Inc.
                            Millersburg, Pennsylvania

Management's Discussion of Consolidated Financial Condition
as of March 31, 2004, compared to year-end 2003 and the Results of Operations
for the first quarter of 2004 compared to the same period in 2003.

CONSOLIDATED FINANCIAL CONDITION

Total assets as of March 31, 2004, increased to $377,952,000 from $373,466,000
as of December 31,2003.

During the first quarter of 2004, net loans outstanding increased by $7,692,000,
or 3.4%. Interest-bearing balances, insured certificates of deposits in other
financial institutions, increased by $259,000 as we continue to invest in these
instruments to remain poised for rates to again rebound from their present
levels, which remain near forty-year lows.

Total deposits increased by $1,607,000 during the first three months of 2004.
The most significant component of this increase came from demand deposit
accounts, which increased by $2,285,000. This increase comes in
response to a continued effort to increase penetration of demand deposit
products among the bank's loan customers.

Short-term borrowings increased by approximately $4,516,000 from year-end. These
funds are being purchased overnight at the current federal fund rate of
approximately 1.20%. It is anticipated that these additional borrowings will be
repaid in June of this year when the bank acquires the deposits it is purchasing
from the Dauphin Branch of Vartan National Bank.

All components of long-term debt are advances from the FHLB. Long-term debt
advances were initiated in order to secure an adequate spread on certain pools
of loans and investments of the Bank. A $5,000,000 fixed-rate borrowing was
entered into during the quarter with the FHLB at a fixed rate of 2.17%.

As of March 31, 2004, the Bank's capital ratios are well in excess of the
minimum and well-capitalized guidelines and the Corporation's capital ratios are
in excess of the Bank's capital ratios.

While we maintain a significant portion of our original market(the rural areas
north of Harrisburg in Dauphin County), we are experiencing most of our growth
and opportunity in the Harrisburg (Capital) metropolitan region. Thus, we feel
that additional offices in the Capital region will afford us greater exposure
and opportunities to reach new customers in this market. Thus, subject to
regulatory approval, the bank will be acquiring approximately $12 million of
deposits and $3.5 million of loans from the Dauphin Office of Vartan National
Bank. These accounts will be serviced through existing capacity at Mid Penn
Bank's Dauphin Office. During the quarter, we also purchased a property at 5500
Allentown Boulevard in Harrisburg for a future branch office site, as well as
having entered into an agreement to lease office space near Market Square in
downtown Harrisburg for a future downtown operation. In addition to our
brick-and-mortar offices, Mid Penn Bank offers complete online banking services
through our website at www.midpennbank.com.

RESULTS OF OPERATIONS

Net income for the first quarter of 2004 was $1,086,000, compared with
$1,052,000 earned in the same quarter of 2003. Net income per share for the
first quarters of 2004 and 2003 was $.34 and $.33, respectively. Net income as a
percentage of stockholders' equity, also known as return on equity, (ROE), was
12.5% on an annualized basis for the first quarter of 2004 as compared to 11.9%
for the same period in 2003.

Net interest income decreased as it continues to be very difficult for banks to
reduce the cost of funds at a rate which keeps pace with the reduction in the
return on assets. Net interest income of $2,809,000 for the quarter ended March
31, 2004, declined by 1.7% compared to the $2,858,000 earned in the same quarter
of 2003. We continue to closely monitor net interest income, positioning the
balance sheet so as to benefit in a rising rate environment. According to the
recent statement by the Federal Reserve, it would appear that the next move in
interest rates will be an increase.

The Bank made no provision for loan losses during the first quarter of 2004 and
a provision of $190,000 during the first quarter of 2003. On a quarterly basis,
senior management reviews potentially unsound loans taking into consideration
judgments regarding risk of error, economic conditions, trends and other factors
in determining a reasonable provision for the period. Due to an improved
economic environment and across-the-board improvements in all areas of
nonperforming assets, management recommended following the results of the
analysis and made no provision during this quarter.

Non-interest income amounted to $883,000 for the first quarter of 2004 compared
to $598,000 earned during the same quarter of 2003. Gains on the sale of
securities amounted to $202,000 during the first quarter of 2004. No securities
were sold during the same quarter of 2003. A significant contribution to
non-interest income continues to be insufficient fund (NSF) fee income. NSF fee
income contributed in excess of $297,000 during the first quarter of 2004.

Non-interest expense amounted to $2,277,000 for the first quarter of 2004
compared to $1,948,000 incurred during the same quarter of 2003. The largest
increase in non- interest expense during the first quarter of 2004 as compared
to the same period in 2003, was the $167,000 increase in salary and benefits
expense, which is largely attributable to the addition of three officer level
employees, including two seasoned loan officers. The new personnel will all be
helping to expand the bank's penetration in the Capital Region. The bank also
incurred a one-time charge of approximately $40,000 in the transfer of debit
card processors. By making this change, the bank expects to significantly lower
ongoing costs in the processing of debit card transactions.

LIQUIDITY

The Bank's objective is to maintain adequate liquidity while minimizing interest
rate risk. Adequate liquidity provides resources for credit needs of borrowers,
for depositor withdrawals, and for funding Corporate operations. Sources of
liquidity include maturing investment securities, overnight borrowings of
federal funds (and Flex Line), payments received on loans, and increases in
deposit liabilities.

Funds generated from operations contributed approximately $1 million of funds
for the first quarter of 2004. Another significant source of funds came from the
sale and maturity of investment securities, which generated over $9 million in
funds. These funds were reinvested in higher-yielding loans as loan demand
heightened during the quarter. With interest rates being at record lows,
security calls continue to be heavy. Securities were sold during the quarter to
take advantage of temporary gains and to help reposition the portfolio for the
increasing probability of rising rates. Short-term borrowings increased by
approximately $4,516,000 from year-end. These funds are being purchased
overnight at the current federal fund rate of approximately 1.20%. It is
anticipated that these additional borrowings will be repaid in June of this year
when the bank acquires the deposits it is purchasing from the Dauphin Branch of
Vartan National Bank. Another source of funds came from the $1.6 million
increase in deposits, the majority of which came from growth in demand and time
deposits.

The major use of funds during the period was the net increase in loans of $7.6
million, particularly in the area of commercial loans secured by real estate.
Another major use of cash during the first quarter was the payment of a special
$1 per share dividend. The Board felt that in light of the current favorable tax
treatment of dividend income that it could pay out some of the Bank's excess
capital to shareholders in the form of a special dividend.

CREDIT RISK AND ALLOWANCE FOR LOAN LOSSES

Total non-performing assets decreased to $1,791,000 representing 0.47% of total
assets at March 31, 2004, from $2,767,000 or 0.74% of total assets at December
31, 2003. Most non-performing assets are supported by collateral value that
appears to be adequate at March 31, 2004.

The allowance for loan losses at March 31, 2004, was $2,956,000 or 1.23% of
loans, net of unearned interest, as compared to $2,992,000 or 1.29% of loans,
net of unearned interest, at December 31, 2003.

Based upon the ongoing analysis of the Bank's loan portfolio by the loan review
department, the latest quarterly analysis of potentially unsound loans and
non-performing assets, we consider the Allowance for Loan Losses to be adequate
to absorb any reasonable, foreseeable loan losses.

<PAGE>

<TABLE>
<CAPTION>
                                                        March 31,       Dec. 31,
                                                          2004           2003
                                                        --------       --------
<S>                                                   <C>             <C>
Non-Performing Assets:
     Non-accrual loans                                     898            984
     Past due 90 days or more                              603            666
     Restructured loans                                      0              0
                                                      --------       --------
     Total non-performing loans                          1,501          1,650
     Other real estate                                     290          1,117
                                                      --------       --------
              Total                                      1,791          2,767
                                                      ========       ========
     Percentage of total loans outstanding               0.75%          1.18%
     Percentage of total assets                          0.47%          0.74%


Analysis of the Allowance for Loan Losses:
     Balance beginning of period                         2,992          3,051

     Loans charged off:

     Commercial real estate, construction
      and land development                                   0            171
     Commercial, industrial and agricultural                 5            140
     Real estate - residential mortgage                      0              0
     Consumer                                               39             98
                                                      --------       --------
              Total loans charged off                       44            409
                                                      --------       --------

Recoveries of loans previously charged off:

     Commercial real estate, construction
      and land development                                   0              0
     Commercial, industrial and agricultural                 0             14
     Real estate - residential mortgage                      0              0
     Consumer                                                8             46
                                                      --------       --------
              Total recoveries                               8             60
                                                      --------       --------

       Net (charge-offs) recoveries                        -36           -349
                                                      --------       --------
       Current period provision for loan losses              0            290
                                                      --------       --------
       Balance end of period                             2,956          2,992
                                                      ========       ========

</TABLE>

<PAGE>


                             Mid Penn Bancorp, Inc.

PART II - OTHER INFORMATION:

Item 1.  Legal Proceedings - Nothing to report

Item 2.  Changes in Securities - Nothing to report

Item 3.  Defaults Upon Senior Securities - Nothing to report

Item 4.  Submission of Matters to a Vote of Security Holders
-Nothing to report

Item 5.  Other Information - Nothing to report

Item 6.  Exhibits and Reports on Form 8-K
 a.  Exhibits - None.
 b.  Reports on Form 8-K - None.


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Mid Penn Bancorp, Inc.
Registrant

/s/ Alan W. Dakey                  /s/ Kevin W. Laudenslager
--------------------------         -------------------------
By: Alan W. Dakey                  By: Kevin W. Laudenslager
Pres. & CEO                        Treasurer
Date:  May 4, 2004                 Date:  May 4, 2004






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>ex-311.txt
<TEXT>
                                 CERTIFICATION


I, Alan W. Dakey, President and CEO, certify, that:
   --------------------------------

         1. I have reviewed this quarterly report on Form 10-Q of Mid Penn
Bancorp.

         2. Based on my knowledge, the quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report.

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

         4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  (a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  (b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  (c) presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date.

         5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

                  (a) all significant deficiencies in the design or operation of
         the internal controls which could adversely affect the registrant's
         ability to record, process, summarize and report financial data and
         have identified for the registrant's auditors any material weaknesses
         in internal controls; and

                  (b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls.

         6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect the internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


Date:    May 4, 2004                       By: /s/ Alan W. Dakey
                                               ---------------------
                                               Alan W. Dakey
                                               Pres. And CEO


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>3
<FILENAME>ex-312.txt
<TEXT>
                                 CERTIFICATION


I, Kevin W. Laudenslager, Treasurer, certify, that:
   --------------------------------

         1. I have reviewed this quarterly report on Form 10-Q of Mid Penn
Bancorp.

         2. Based on my knowledge, the quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report.

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

         4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  (a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  (b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  (c) presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date.

         5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

                  (a) all significant deficiencies in the design or operation of
         the internal controls which could adversely affect the registrant's
         ability to record, process, summarize and report financial data and
         have identified for the registrant's auditors any material weaknesses
         in internal controls; and

                  (b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls.

         6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect the internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


Date:  May 4, 2004                      By: /s/ Kevin W. Laudenslager
                                            --------------------------
                                            Kevin W. Laudenslager
                                            Treasurer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>4
<FILENAME>ex-321.txt
<TEXT>
<PAGE>

                           SECTION 906 - CERTIFICATION.


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                                   AS ADDED BY
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report on Form 10-Q of Mid Penn
Bancorp (the "Company for the period ended March 31, 2004, as filed with the
Securities and Exchange Commission (the "Report"), I, Alan W. Dakey, Pres. and
CEO, of the Company, certify, pursuant to 18 U.S.C. ss.1350, as added by ss. 906
of the Sarbanes-Oxley Act of 2002, that:

         1. The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

         2. To my knowledge, the information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company as of and for the period covered by the Report.


Date:  May 4, 2004                         By: /s/ Alan W. Dakey
                                               ----------------------------
                                               Alan W. Dakey
                                               Pres. And CEO




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>5
<FILENAME>ex-322.txt
<TEXT>

                          SECTION 906 - CERTIFICATION.


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                                   AS ADDED BY
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report on Form 10-Q of Mid Penn
Bancorp (the "Company for the period ended March 31, 2004, as filed with the
Securities and Exchange Commission (the "Report"), I, Kevin W. Laudenslager,
Treasurer, of the Company, certify, pursuant to 18 U.S.C. ss.1350, as added by
ss. 906 of the Sarbanes-Oxley Act of 2002, that:

         1. The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

         2. To my knowledge, the information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company as of and for the period covered by the Report.


Date:  May 4, 2004                       By: /s/ Kevin W. Laudenslager
                                             -----------------------------------
                                             Kevin W. Laudenslager
                                             Treasurer






</TEXT>
</DOCUMENT>
</SUBMISSION>
