April 10, 1996




Dear Univest Shareholder:

     We are pleased to inform you that a Dividend Reinvestment
and Stock Purchase Plan (the Plan) was approved by shareholders
at the Corporation's Annual Meeting on April 9.  This Plan is
designed to utilize cash dividends paid on your shares of common
stock for the purchase of additional shares, and, if you desire,
to invest voluntary cash payments toward the purchase of
shares of Univest common stock.  The Plan is intended to provide
you with a convenient and economical means to acquire additional
shares of Univest Corporation of Pennsylvania common stock.

     The enclosed Prospectus is provided in accordance with
Federal Securities laws, and refers to the 500,000 shares of the
Corporation's common stock registered for issuance pursuant to
the Plan.  The Plan has been structured to permit Univest to
purchase shares on the open market or to issue them from the
Corporation's reserve of authorized but unissued shares.

     If you would like to enroll in the Dividend Reinvestment
Plan, please complete and properly sign the enclosed authorization card, 
and return it in the self-addressed envelope.  The first reinvestment will 
begin with the dividend paid July 1, 1996.

     We value your support and encourage your consideration of
this opportunity.  Should  you have questions, please call our
shareholder hotline at (215) 721-2434.

                              Sincerely,



                              Chairman

MSM:vk
Enclosure