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) September 8, 1995



                         NATIONAL PENN BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)


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


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


       Registrant's telephone number, including area code (215) 367-6001


                                      N/A
         (Former name or former address, if changed since last report)









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Item 5.  Other Events.

         On September 8, 1995, the Registrant's wholly-owned banking subsidiary,
National  Penn Bank ("NP Bank"),  entered  into  contractual  arrangements  with
Compulife Investor Services,  Inc., a registered broker-dealer and member of the
NASD, and Compulife,  Inc., an independent insurance agency  (collectively,  the
"Compulife  Companies"),  providing  for the  offer  and  sale by the  Compulife
Companies of certain non-deposit investment products to customers of NP Bank and
the general public. These products,  including mutual funds, variable annuities,
unit investment trusts,  discount brokerage  services,  and other securities and
financial products, will be made available at certain branch offices of NP Bank,
beginning  sometime in fourth  quarter  1995.  The  Compulife  Companies are not
affiliated with NP Bank or the Registrant.


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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/Sandra L. Spayd
                                                    ----------------------------
                                                       Sandra L. Spayd
                                                       Secretary


Dated:  September 28, 1995


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