SecProbe.io

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November 12, 2004
Mail Stop 0408

By U.S. Mail and facsimile to (773) 382-2142

Mr. Donald A. Moll
President and Chief Executive Officer
Royal Financial, Inc.
9226 South Commercial Avenue
Chicago, IL 60617

Re:	Royal Financial, Inc.
	Amendment Number Two to Form SB-2 filed November 9, 2004
	File No. 333-119138

Dear Mr. Moll:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

The purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to working with you in
these respects.  We welcome any questions you may have about our
comments or any other aspect of our review.  Feel free to call us at
the telephone numbers listed at the end of this letter.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have
made.

Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in connection with our review of your filing or
in response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of
the securities specified in the above registration statement.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

Cover Page

1. Please confirm that the cover page will be on one page.

2. Please provide specific commencement and termination dates for any
community offering and syndicated community offering and make
conforming changes throughout the registration statement.

3. Please indicate that if the minimum number of shares is not sold by
the latest extension date, all funds will be promptly returned.

Federal Tax Opinion of Vedder, Price, Kaufman & Kammholz, P.C.

4. Please remove representation number 22.  Whether Royal Financial
and Royal Bank are corporations is a legal issue.

Closing Comments

As appropriate, please amend your registration statement in response
to these comments.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.

We direct your attention to Rules 460 and 461 regarding acceleration
of a registration statement.  Please allow adequate time after the
filing of any amendment for further review before submitting a request
for acceleration.  Please provide this request at least two business
days in advance of the requested effective date.

You may contact Sharon Johnson at (202) 942-2961 or Don Walker at
(202) 942-1799 if you have questions regarding comments on the
financial statements and related matters.  Please contact Kathryn
McHale at (202) 824-5538 or me at (202) 942-2889 with any other
questions.

						Sincerely,

						William Friar
						Senior Financial Analyst

cc:	Daniel C. McKay
	John T. Blatchford
	Vedder, Price, Kauffman & Kammholz, PC
	222 North LaSalle Street, Suite 2600
	Chicago, IL 60601
Royal Financial, Inc.
Mr. Donald A. Moll
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