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) January 26, 2004
                                                        ----------------


                         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)    Identification 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)






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Item 5.  Other Events.
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     On January  26,  2004,  National  Penn  Bancshares,  Inc.  entered  into an
agreement to purchase 124,100 shares from John W. Jacobs,  one of its directors.
The purchase was made pursuant to a stock  repurchase  agreement with Mr. Jacobs
and the company's stock repurchase program.


Item 7.  Financial Statements and Exhibits.
- ------------------------------------------

(c) Exhibits.
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          10.1      Stock  Repurchase  Agreement  dated January 26, 2004 between
                    National Penn Bancshares, Inc. and John W. Jacobs.

          99.1      Press  Release of  National  Penn  Bancshares,  Inc.  (filed
                    pursuant to Item 9 of Form 8-K).


Item 9.  Regulation FD Disclosure.
- ---------------------------------

     On January 28,  2004,  National  Penn issued a press  release  concerning a
purchase of National  Penn's  stock from one of its  directors,  John W. Jacobs.
This press release is filed herein, as part of this Item 9, as Exhibit 99.1




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                                    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 and Chief Executive Officer


Dated: January 29, 2004





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                                  EXHIBIT INDEX
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     Exhibit Number             Description
     --------------             -----------


          10.1      Stock  Repurchase  Agreement  dated January 26, 2004 between
                    National Penn Bancshares, Inc. and John W. Jacobs.

          99.1      Press  Release of  National  Penn  Bancshares,  Inc.  (filed
                    pursuant to Item 9 of Form 8-K).





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