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)  February 28, 1999



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


            Pennsylvania              000-10957           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)



Item 5.  Other Events.

         On January 4, 1999 (the "Effective  Date"),  National Penn  Bancshares,
Inc., a Pennsylvania  corporation and registered  bank holding company  ("NPB"),
acquired Elverson National Bank, a national banking association  ("ENB"), by the
merger of ENB with and into National Penn Bank, a national  banking  association
and a  wholly-owned  subsidiary  of NPB (the  "Bank"),  pursuant  to an  Amended
Agreement  and Plan of Merger dated as of July 21, 1998,  by and among NPB, Bank
and ENB.

         The  transaction  was  accounted  for under the "pooling of  interests"
method of accounting.

         Attached  hereto  as  Exhibit  99.1  is  NPB's  consolidated   earnings
statement for the two months ended  February 28, 1999.  This earnings  statement
includes the combined  financial  results of NPB, the Bank and Elverson from the
Effective Date through February 28, 1999, and is filed in this Current Report on
Form 8-K in compliance with  Accounting  Series Releases Nos. 130 and 135 of the
Securities  and  Exchange  Commission  ("SEC") and  Section  201.01 of the SEC's
Codification of Financial Reporting Policies.

Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits.

         99.1 - Consolidated Earnings Statement of National Penn
Bancshares, Inc. for two months ended February 28, 1999.


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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 
                                           Wayne R. Weidner
                                           President


Dated:  March 8, 1999

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                                  EXHIBIT INDEX


Exhibit Number                  Description

         99.1              Consolidated Earnings Statement of National Penn
                           Bancshares, Inc. for two months ended February 28,
                           1999.






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