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Via E-mail

The United States Securities Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Erin E. Martin, Special Counsel

Re: Royal Bancshares, Inc.

Draft Proxy Statement/Offering Circular on Form 1-A

Submitted March 18, 2016

CIK No. 0001668802

Dear Ms. Martin:

This letter is in response to the comments by the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) by letter dated April 13, 2016 (the “Comment Letter”), to the draft proxy statement/offering circular (the “PS/OC”) on Form 1-A of Royal Bancshares, Inc. (the “Company” or “Royal”), filed with the Commission on March 18, 2016. The Staff’s comments are repeated below, and we have provided the Company’s responses to each comment following the Staff’s related comment.

The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter, and to facilitate your review, we have reproduced the text of the Staff’s comments in italicized print below. Unless otherwise noted, references to page numbers in response to the Staff’s comments refer to page numbers of the Amendment No. 1 to the PS/OC (the “Amended PS/OC”), which Royal is filing concurrently with this letter. To facilitate the Staff’s review, we have also provided, on a supplemental basis, a blackline of the Amended PS/OC, marked against the PS/OC as originally filed, reflecting the changes proposed to address the Staff’s comments.

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April 22, 2016

Page 2

Cover page

Please revise your discussions of the merger consideration on the cover page and throughout the document where appropriate to provide Frontenac’s shareholders more details. As such, please provide a description in the offering circular of the methodology you will use to calculate the merger consideration as describe in section 1.07 of the Amended and Restated Agreement and Plan of Merger.

Response: A complete description of the calculation of the merger consideration has been added in a new subsection titled “Calculation of Merger Consideration” in the portion of the PS/OC titled “THE MERGER AGREEMENT,” at page 64. We have added cross-references to this added subsection at each place in the PS/OC in which there is a discussion of the amount of the merger consideration in the PS/OC. The Cover Page has be revised to include this reference.

Response: The Cover Page has been revised by adding a discussion of the limitation of the cash amount of the merger consideration.

Background of the Merger and Reasons for the Merger Recommendations, page 37

Response: The discussion in “Background and Reasons for the Merger” has been revised at page 38 to include a discussion of contacts Royal had with another banking organization prior to entering into discussions with Frontenac.

April 22, 2016

Page 3

Response: “Background and Reasons for the Merger” has been revised, beginning at page 38, to include all dates of meetings, with a brief summary of the topics of discussion at each such meeting. The list, as revised, includes meetings between management only and meetings including directors.

Fairness Opinion of Sandler O’Neill, Financial Advisor to Royal, page 45

Response: The discussion of Sandler O’Neill’s fairness opinion has been revised at page 48 to reflect that only Frontenac provided internal financial projections. Those Frontenac internal financial projections have been added as a new Annex K to the PS/OC, and that Annex is referenced at page 48.

Material United States Federal Income Tax Consequences, page 58

Response: The third paragraph (at page 60) has been revised to remove the assumption and state in lieu thereof that Royal and Frontenac have received an opinion from counsel that the merger will qualify as a reorganization.

Interests of Certain Persons in the Merger, page 59

Response: The form of Mr. Roberson’s employment agreement has been filed as Exhibit 6.1 to the Form 1-A/A.

Management and Operations Following the Merger, page 64

Response: The disclosure has been revised at pages 9 and 68 to add footnotes indicating those persons who serve on the board of either or both of Frontenac Bank and Frontenac Bancshares, Inc.

April 22, 2016

Page 4

Table 10 - Non-Performing Assets, page 86

Response: The text has been revised at page 88 to state that the total non-performing loans were $15,937,000 at December 31, 2015 (the number previously included was in error). The Guide III table correctly stated the amount.