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) November 21, 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 November 21, 1997, effective at the close of business, National Penn
Bank ("Bank"),  the wholly-owned banking subsidiary of National Penn Bancshares,
Inc. (the "Registrant"), acquired certain assets and assumed certain liabilities
of the Topton, Pennsylvania branch office of Patriot Bank ("Patriot"),  pursuant
to a Branch  Purchase  and  Deposit  Assumption  Agreement  between the Bank and
Patriot dated August 28, 1997.

         In this purchase and  assumption  transaction,  the Bank paid Patriot a
premium equal to 7.5% of the deposits transferred to the Bank. Patriot paid cash
to the  Bank  equal to the  amount  of  deposits,  approximately  $10.4  million
(including accrued interest),  assumed. In addition,  the Bank acquired the real
estate,  building,  furnishings,  fixtures and  equipment  comprising  Patriot's
Topton branch for approximately  $282,500. All amounts due Patriot from the Bank
were  deducted  from the  amount  of cash  paid to the Bank by  Patriot  for the
assumption of deposits.

         The  Bank  intends  to use the  acquired  assets  and  deposits  in the
operation of its banking business.  As the result of this acquisition,  the Bank
currently operates 51 offices in an eight county  area--Berks,  Bucks,  Chester,
Delaware,   Lehigh,   Montgomery,   Northampton   and   Philadelphia   counties,
Pennsylvania.

Item 7.  Financial Statements and Exhibits.

(c)  Exhibits.

         99.1  -  Press  Release  dated  November  21,  1997  of  National  Penn
Bancshares, Inc.








                                    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:  November 21, 1997







                                  EXHIBIT INDEX


Exhibit Number             Description

         99.1              Press Release dated November 21, 1997 of National
                           Penn Bancshares, Inc.