SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported) February 28, 2001
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                         NATIONAL PENN BANCSHARES, INC.
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             (Exact name of registrant as specified in its charter)


       Pennsylvania                   0-10957                  23-2215075
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(State or other jurisdiction       (Commission            (I.R.S. Employer
     of incorporation)             File Number)              Ident. No.)


Philadelphia and Reading Avenues, Boyertown, PA                  19512
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  (Address of principal executive office)                     (Zip Code)


       Registrant's telephone number, including area code (215) 367-6001
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                                       N/A
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          (Former name or former address, if changed since last report)







Item 5.  Other Events.
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         On  February  28,  2001,  the  Board  of  Directors  of  National  Penn
Bancshares,  Inc. authorized the repurchase,  from time to time, of up to 55,000
shares of its common  stock in the open  market or in  negotiated  transactions,
depending upon market  conditions  and other factors.  No timetable has been set
for the  repurchases.  As of December 31,  2000,  National  Penn had  18,690,697
shares of  common  stock  outstanding.  National  Penn will use the  repurchased
shares to fund its dividend  reinvestment  plan,  stock option  plans,  employee
stock purchase plan, and other stock-based benefit plans.

         Statements  made herein  concerning  National  Penn's  Board-authorized
stock repurchase program are  forward-looking  statements.  Actual results could
differ  materially  due to,  among  other  things,  the risks and  uncertainties
discussed in National Penn's  previously  filed Report on Form 8-K dated October
25, 2000.  National Penn cautions  readers not to place undue  reliance on these
statements.  National Penn undertakes no obligation to publicly revise or update
any of these statements.






                                    SIGNATURE
                                    ---------


         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 hereunto duly authorized.


                                                NATIONAL PENN BANCSHARES, INC.


                                                By   /s/Wayne R. Weidner
                                                  --------------------------
                                                     Name:  Wayne R. Weidner
                                                     Title:  President and CEO


Dated:  February 28, 2001