October 30, 2006

VIA EDGAR CORRESPONDENCE

Mr. Paul Cline

Senior Accountant

United States Securities and Exchange Commission

Mail Stop 4561

Washington, D.C., 20549

Re:	National Penn Bancshares, Inc.
	Form 10-K For Fiscal Year Ended December 31, 2005
	Filed March 14, 2006
	File No. 000-22537-01

Dear Mr. Cline:

In accordance with our telephone conversation with Margaret Fitzgerald on October 27, 2006, we submit the following response to the comment in your October 26, 2006 letter.

SEC Comment: Statement of Income, page 55

1. Please refer to prior comment 1. Please represent to us that in your presentation of your five year historical selected financial data, you will separately present your total net income and net income from continuing operations, and the related per share amounts, in order to emphasize the significance of the contribution of your discontinued operations to your earnings per share.

Response:

We hereby represent to the Securities and Exchange Commission that in our presentation of our five-year historical selected financial data, beginning with our Annual Report on Form 10-K for the year ending December 31, 2006, we will separately present our total net income and net income from continuing operations, and the related per share amounts, in order to emphasize the significance of the contribution of our discontinued operations to our earnings per share.

As requested in your October 26, 2006 letter, we are attaching a draft of the proposed revisions to be included in our future filings.

Page Two

October 30, 2006

National Penn Bancshares, Inc. acknowledges that:

·   National Penn is responsible for the adequacy and accuracy of the disclosure in the filing;

·   Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·   National Penn may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Our understanding is that this response will fully resolve the SEC staff’s comments that we have received on our Annual Report on Form 10-K for 2005. Thank you for working with us to resolve these comments.

If you have any questions or require anything further, please contact me at 610-369-6341 or Michelle Debkowski at 610-360-6461.

Respectfully,

/s/ Gary L. Rhoads

Gary L. Rhoads

Group Executive Vice President and

Chief Financial Officer

GLR:mhd

Attachment

cc: Margaret Fitzgerald

Item 6. SELECTED FINANCIAL DATA
Five-Year Statistical Summary
(dollars in thousands, except per share data)
Year Ended	2006			2005			2004			2003			2002
BALANCE SHEET (1)
Total assets				$	4,600,609		$	4,478,793		$	3,512,574		$	2,858,262
Total deposits					3,309,046			3,143,193			2,435,296			1,925,964
Loans and Leases, net (2)					2,993,744			2,816,849			2,221,434			1,744,829
Total investment securities					1,091,714			1,189,803			934,375			650,930
Total shareholders’ equity					444,888			428,125			317,813			222,360
Book value per share (3)					10.26			9.93			8.38			6.55
Percent shareholders’ equity to assets					9.67	%		9.56	%		9.05	%		7.78	%
Trust and other assets under management					1,651,322			1,284,264			1,038,756			778,246
EARNINGS (1), (4)
Total interest income				$	242,586		$	198,775		$	165,648		$	163,178
Total interest expense					93,937			60,493			51,099			61,098
Net interest income					148,649			138,282			114,549			102,080
Provision for loan and lease losses					3,200			4,800			9,371			13,585
Net interest income after provision for
Loan and lease losses					145,449			133,482			105,178			88,495
Other income					57,016			46,774			41,285			36,550
Other expenses					123,103			117,491			103,033			82,268
Income before income taxes					79,362			62,765			43,430			42,777
Income taxes					19,607			14,851			8,697			8,603
Net income from continuing operations					59,755			47,914			34,733			34,174
Net income from discontinued operations					-			-			8,621			2,060
Net income				$	59,755		$	47,914		$	43,354		$	36,234
Cash dividends paid				$	27,973		$	25,199		$	21,234		$	17,664
Dividend payout ratio					46.81	%		52.59	%		48.98	%		48.75	%
Return on average assets					1.31	%		1.20	%		1.34	%		1.30	%
Return on average shareholders’ equity					13.7	%		13.2	%		16.2	%		17.4	%
PER SHARE DATA (3)
Per Share of Common Stock-BASIC
Income from continuing operations				$	$1.38		$	1.17		$	0.93		$	1.00
Discontinued operations		-			-			-			0.24			0.06
Net Income	$			$	1.38		$	1.17		$	1.17		$	1.06
Per Share of Common Stock-DILUTED
Income from continuing operations				$	$1.36		$	1.15		$	0.91		$	0.99
Discontinued operations		-			-			-			0.23			0.06
Net Income	$			$	1.36		$	1.15		$	1.14		$	1.05
Dividends paid in cash					0.645			0.621			0.574			0.517
Dividends paid in stock		3	%		5-for-4			5-for-4			5	%		5	%
stock split								stock split
SHAREHOLDERS AND STAFF
Average shares outstanding-basic *					43,328,813			40,797,270			37,207,715			34,088,596
Average shares outstanding-diluted *					44,048,486			41,689,071			38,142,224			34,535,890
Shareholders of record					4,374			4,316			3,684			3,346
Staff - Full-time equivalents					1,141			1,098			940			840

(1)   Balances have been adjusted for the sale in 2003 of Panasia Bank. N.A. which is being presented as discontinued operations.

(2)   Includes loans held for sale.

(3)   Adjusted to reflect five-for-four stock splits in 2005 and 2004, a 3% stock dividend in 2006 and a 5% stock dividend in 2003 and 2002.

(4)   Results of operations are included for the Peoples First, Inc. acquisition for the period July 1, 2004 through December 31, 2004, HomeTowne Heritage Bank for the period December 12, 2003 through December 31, 2003 and the FirstService Bank for the period February 25, 2003 through December 31, 2003.

NOTE: For presentation purposes only - not yet restated for 3% stock dividend issued 9/30/06.