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) August 28, 1997


                         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 (610) 367-6001


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






Item 5. Other Events.

     On August 28, 1997, National Penn Bank ("Bank"),  the wholly-owned  banking
subsidiary of National Penn Bancshares, Inc. (the "Registrant"),  entered into a
Branch Purchase and Deposit Assumption  Agreement with Patriot Bank ("Patriot").
This Agreement  provides for the Bank's acquisition of approximately $11 million
in deposits at Patriot's branch located at 30 W. Franklin Street,  Topton, Berks
County,  Pennsylvania.  Under  the  terms of the  Agreement,  the Bank  will pay
Patriot a premium equal to 7.5% of the deposits  transferred.  In addition,  the
Bank will acquire the real estate, building, furnishings, fixtures and equipment
comprising Patriot's Topton branch for approximately  $282,500.  The transaction
is  subject  to  a  number  of  conditions,  including  approval  by  regulatory
authorities. The transaction is expected to be completed in fourth quarter 1997.

     The foregoing  description of the Agreement does not purport to be complete
and is qualified in its entirety by reference to the  Agreement,  which is filed
herein as exhibit 99.1.

         Following  completion  of  the  Topton  branch  acquisition,  the  Bank
anticipates  closing its branch  located at Route  #06119,  Longswamp  Township,
Mertztown,  Berks County,  Pennsylvania,  and consolidating it with the acquired
branch in Topton.

     Effective September 5, 1997, Russell J. Kunkel resigned as Vice Chairman of
the Registrant.

Item 7. Financial Statements and Exhibits.

(c)  Exhibits.

     99.1 - Agreement  dated  August 28,  1997  between  National  Penn Bank and
Patriot Bank.





                                    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
                                              ----------------------------------
                                               Wayne R. Weidner
                                               Executive Vice President

Dated:  September 9, 1997






                                  EXHIBIT INDEX


Exhibit Number                      Description

         99.1              Agreement dated August 28, 1997 between National
                           Penn Bank and Patriot Bank.