SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SPAYD SANDRA L

(Last)

(First)

(Middle)

PHILADELPHIA & READING AVENUES

P. O. BOX 547

(Street)

BOYERTOWN

19512-0547

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL PENN BANCSHARES INC [ NPBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/27/2004		M		2,504	A	$12.7599	5,103.06⁽¹⁾⁽²⁾	D
Common Stock	07/27/2004		M		3,577	A	$17.7884	8,680.06⁽¹⁾⁽²⁾	D
Common Stock	07/27/2004		M		5,478	A	$20.5276	14,158.06⁽¹⁾⁽²⁾	D
Common Stock	07/27/2004		M		4,507	A	$21.2466	18,665.06⁽¹⁾⁽²⁾	D
Common Stock	07/27/2004		S		2,504	D	$28.2546	16,161.06⁽¹⁾⁽²⁾	D
Common Stock	07/27/2004		S		5,478	D	$28.2546	7,106.06⁽¹⁾⁽²⁾	D
Common Stock	07/27/2004		S		3,577	D	$28.2546	12,584.06⁽¹⁾⁽²⁾	D
Common Stock	07/27/2004		S		4,507	D	$28.2546	2,599.06⁽¹⁾⁽²⁾	D
Common Stock								8,638.642⁽³⁾	I	401K Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$12.7599	07/27/2004		M			2,504	12/18/1998	01/18/2007	Common Stock	2,504	$12.7599	2,503	D
Employee Stock Option (Right to Buy)	$17.7884	07/27/2004		M			3,577	12/07/2002	01/07/2011	Common Stock	3,577	$17.7884	2,385	D
Employee Stock Option (Right to Buy)	$20.5276	07/27/2004		M			5,478	12/11/1999	01/11/2008	Common Stock	5,478	$20.5276	0	D
Employee Stock Option (Right to Buy)	$21.2466	07/27/2004		M			4,507	12/01/2001	01/01/2010	Common Stock	4,507	$21.2466	1,127⁽⁴⁾	D

Explanation of Responses:

1. Includes 24.8124 shares acquired upon reinvestment of cash dividends under the Company's exempt Dividend Reinvestment Plan on 2/17/04 and 5/17/04.

2. Includes 40.6833 acquired through Company's exempt Employee Stock Purchase Plan during first quarter 2004 and includes 11.0025 shares acquired upon reinvestment of cash dividends under the Company's exempt Dividend Reinvestment Plan on 2/17/04 and 5/17/04.

3. Includes 76.036 shares acquired during first quarter of 2004 pursuant to the Company's Capital Accumulation Plan (a 401(k) Plan). The total is based on the most recent plan statement available (as of March 31, 2004). All shares were aquired in routine new-money acquisitions exempt under Rule 16b-3(c) and Rule 16a-3(f)(1)(I)(B).

4. Additional options held with various exercise prices or expiration dates. Total options held are 33,728.

	Teresa D. Steuer/Sandra L. Spayd, POA	07/29/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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