Date:    09/25/2000  4:37 PM

Subject: SEC Proposed Rule on Outsourcing

     
Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-0609
     
Dear Mr. Katz
                                Re:  S7-13-00
     
Univest Corporation is a Financial Holding Company who owns both Union 
National Bank and Trust Company and Pennview Savings Bank, both of 
Souderton, Pennsylvania. Approximately four years ago, we found ourselves in 
the position of having extreme difficulty, due to employee turnover, when 
trying to replace internal audit staff in general and data processing audit 
staff in particular.  We researched our options and determined that it would 
be in the best interest of Univest Corporation to outsource lower-level 
auditing duties under the direction of our current internal auditor.  After 
much research, we chose the internal audit division of our external 
auditors, Ernst and Young, to perform these duties. 
     
We have had this arrangement for three years and are extremely pleased with 
the results.  Ernst and Young is able to provide experienced internal 
auditors with expertise that was heretofore  unavailable with our own staff. 
This, coupled with the strong risk based oversight of our internal auditor, 
has resulted in audits far superior to those previously performed 
internally.  
     
We ask you to reconsider your position in this matter.  Outsourcing of 
internal audit has been extremely successful for Univest both from a quality 
of auditing performed and from a cost perspective.  The key is to retain a 
strong internal auditor to oversee work performed.   
     
                                                Audit Committee
                                                Univest Corporation of Pennsylvania

     
     
                                                John U. Young, Secretary Protem