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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)

NATIONAL PENN BANCSHARES INC

PHILADELPHIA & READING AVENUES

(Street)

BOYERTOWN

19512

(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)
10/21/2003

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	10/21/2003		M		1,295	A	$12.1713	0	D
Common Stock	10/21/2003		S		1,295	D	$29.13	2,471.8428⁽¹⁾⁽²⁾	D
Common Stock	10/21/2003		J		0	A	$0	8,042.492⁽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)	$12.1713⁽⁴⁾	10/21/2003		M			1,295⁽⁴⁾	09/27/1997	10/27/2005	Common Stock	1,295⁽⁴⁾	$0	0⁽⁵⁾	D

Explanation of Responses:

1. Includes 75.2030 shares acquired pursuant to the Company's payment of a 5% stock dividend declared August 27, 2003 and paid September 30, 2003, and includes shares acquired upon reinvestment of cash dividends under the Company's exempt Dividend Reinvestment Plan: 13.0835 on 2/17/03, 11.3628 on 5/17/03, and 11.8389 on 8/17/03.

2. Includes 164.8827 shares acquired through Company's exempt Employee Stock Purchase Plan during first, second, and third quarters 2003. 40.8014 of these shares were acquired pursuant to the Company's payment of a 5% stock dividend declared August 27, 2003 and paid September 30, 2003.

3. Includes 801.455 shares acquired during first and second quarters of 2003 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 June 30, 2003). All shares were acquired in routine new-money acquisitions exempt under Rule 16b-3(c) and Rule 16a-3(f)(1)(I)(B).

4. This option was adjusted to reflect the 5% stock dividend paid by the Company on September 30, 2003.

5. Additional options held with various exercise prices or expiration dates. Total options held, after adjustment for 5% stock dividend paid by the Company on September 30, 2003, are 40,294.

	Teresa D. Steuer, Power of Attorney	10/23/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.