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) June 26, 2002
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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 (610) 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 June 26, 2002,  the Board of Directors of National Penn  Bancshares,
Inc. authorized the repurchase,  from time to time, of up to 1,000,000 shares of
its common  stock in the open market or in  negotiated  transactions,  including
repurchases  from National Penn  directors and officers,  depending  upon market
conditions,  prudent capital management and other factors. No timetable has been
set for the repurchases. As of May 31, 2002, National Penn had 19,844,742 shares
of common stock outstanding.

         Prior to commencement of the newly authorized stock repurchase program,
National  Penn will  complete its stock  repurchase  program  authorized in July
2001.  Approximately  143,300  shares  remain to be purchased  to complete  that
1,000,000 share repurchase program.

         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.

         Forward-Looking Statements
         --------------------------

         Statements made herein concerning the new stock repurchase  program are
forward-looking  statements.  Actual results could differ  materially due to the
following risks and uncertainties-- deteriorating economic conditions; increased
competition;  interest  rate  movements;  market  volatility  in the  securities
markets;  legislative  or  regulatory  developments;  merger-related  synergies,
savings  and  integration  issues;  technological  changes;  and other risks and
uncertainties  discussed in National Penn's reports filed from time to time with
the Securities and Exchange  Commission.  National Penn cautions  readers not to
place undue reliance on these statements. National Penn undertakes no obligation
to publicly release 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:  Chairman, President
                                                        and CEO


Dated:  June 26, 2002