UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A – Amendment #1

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

December 31, 2007

or

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___.

Commission file #000-22537-01

Pennsylvania	23-2215075
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Philadelphia and Reading Avenues	19512
Boyertown, Pennsylvania	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code:  (610) 367-6001

Securities registered pursuant to Section 12(b) of the Act:

Common Stock (without par value)

Guarantee (7.85% Preferred Securities of NPB Capital Trust II)

Preferred Stock Purchase Rights

7.85% Junior Subordinated Debentures

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [x]    No [  ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Exchange Act. Yes [  ]    No [x]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [x]    No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [x] Accelerated filer  [  ] Non-accelerated filer  [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ]    No [x]

The aggregate market value of the voting and non-voting common equity of the Registrant held by non-affiliates, based on the closing sale price as of June 30, 2007, was $722.1 million.

        As of February 26, 2008, the Registrant had 79,514,112 shares of Common Stock outstanding. Portions of the following documents are incorporated by reference: the definitive Proxy Statement of the Registrant relating to the Registrant’s Annual Meeting of Shareholders to be held on April 21, 2008 -- Part III.

Explanatory Note

This Amendment No. 1 on Form 10-K/A (the “Form 10-K/A”) amends our annual report for the fiscal year ended December 31, 2007, originally filed with the Securities and Exchange Commission (“SEC”) on February 29, 2008 (the “Form 10-K”).  We are filing this Form 10-K/A to correct computational errors made in “Item 6 — Selected Financial Data.”  Specifically, the book value per share, average shares outstanding-basic, and average shares outstanding-diluted for each of 2006, 2005, 2004, and 2003 are corrected to reflect the 3% stock dividend in 2007 as previously described in Note (3).  In addition, the return on average shareholders' equity for each of 2004 and 2003 are corrected, based on average equity, rather than actual equity at the end of the period.  Return on average assets for each of 2004 and 2003 are corrected to reflect the application of the modified retrospective method upon the adoption of FAS 123(R). 

As required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications of our principal executive officer and principal financial officer are being filed as exhibits to this Amendment No. 1 on Form 10-K/A.  No other information contained in the original filing is amended hereby.  Except for the matter described above, this amendment does not change any previously reported financial results, modify or update disclosures in the original filing, or reflect events occurring after the date of the original filing.

Item 6.  SELECTED FINANCIAL DATA

             Five Year Statistical Summary (dollars in thousands, except share and per share data)

Year Ended		2007		2006		2005		2004		2003
BALANCE SHEET (1)
Total assets (5)	$	5,824,421	$	5,452,288	$	4,603,389	$	4,481,094	$	3,514,457
Total deposits		3,946,163		3,825,633		3,309,046		3,143,193		2,435,296
Loans and leases, net (2)		3,820,356		3,573,631		2,993,744		2,816,849		2,221,434
Total investment securities		1,381,021		1,261,882		1,091,714		1,189,803		934,375
Total shareholders’ equity (5)		563,947		542,869		447,668		430,426		319,696
Book value per share (3), (5)		11.49		10.99		9.73		9.41		7.94
Percent shareholders’ equity to assets(5)		9.68%		9.96%		9.72%		9.61%		9.10%
Trust and other assets under management	$	2,942,324	$	2,620,076	$	1,651,322	$	1,284,264	$	1,038,756
EARNINGS (1),(4)
Total interest income	$	335,473	$	302,185	$	242,586	$	198,775	$	165,648
Total interest expense		179,453		148,826		93,937		60,493		51,099
Net interest income		156,020		153,359		148,649		138,282		114,549
Provision for loan and lease losses		7,832		2,541		3,200		4,800		9,371
Net interest income after provision for      loan and lease losses		148,188		150,818		145,449		133,482		105,178
Other income		73,198		66,867		57,016		46,774		41,285
Other expenses (5)		138,773		133,331		125,064		119,229		104,344
Income before income taxes (5)		82,613		84,354		77,401		61,027		42,119
Income taxes (5)		17,380		20,245		18,921		14,243		8,238
Net income for continuing operations (5)		65,233		64,109		58,480		46,784		33,881
Net income from discontinued operations		-		-		-		-		8,621
Net income (5)	$	65,233	$	64,109	$	58,480	$	46,784	$	42,502
Cash dividends paid	$	32,534	$	31,039	$	27,973	$	25,199	$	21,324
Dividend payout ratio (5)		49.87%		48.42%		47.83%		53.86%		49.96%
Return on average assets (5)		1.16%		1.24%		1.29%		1.18%		1.31%
Return on average shareholders’ equity (5)		12.0%		12.6%		13.4%		12.9%		15.9%
PER SHARE DATA (3)
Per Share of Common Stock-basic (5)
Income from continuing operations	$	1.32	$	1.31	$	1.27	$	1.08	$	0.85
Discontinued operations		-		-		-		-		0.23
Net Income	$	1.32	$	1.31	$	1.27	$	1.08	$	1.08
Per Share of Common Stock-diluted (5)
Income from continuing operations	$	1.31	$	1.29	$	1.25	$	1.06	$	0.83
Discontinued operations		-		-		-		-		0.22
Net Income	$	1.31	$	1.29	$	1.25	$	1.06	$	1.05
Dividends paid in cash	$	0.660	$	0.631	$	0.608	$	0.585	$	0.540
Dividends paid in stock		3%		3%	5-for-4 split		5-for-4 split			5%
SHAREHOLDERS AND STAFF
Average shares outstanding-basic (3)		49,344,066		48,915,813	45,967,537		43,281,824			39,473,664
Average shares outstanding-diluted (3)		49,908,327		49,740,155	46,731,039		44,227,935			40,465,086
Shareholders of record		4,910		4,946	4,374		4,316			3,684
Staff – Full-time equivalents		1,171		1,197	1,141		1,098			940

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

(2)   Includes loans held for sale.

(3)   Restated to reflect a 3% stock dividend in 2007 and 2006, 5-for-4 stock split in 2005 and 2004, and a  5% stock dividend in 2003.

(4)   Results of operations are included for the following acquisitions:  Nittany Financial Corp. for January 26, 2006 through December 31, 2006, Peoples First, Inc. for June 10, 2004 thru December 31, 2004; HomeTowne Heritage Bank for December 12, 2003 thru December 31, 2003 and FirstService Bank for February 25, 2003 thru December 31, 2003.

(5)   Reflects the adoption of FAS 123(R) under the modified retrospective method.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		NATIONAL PENN BANCSHARES, INC.
		(Registrant)
March 4, 2008	By	/s/ H. Anderson Ellsworth
		H. Anderson Ellsworth
		Executive Vice President