As filed with the Securities and Exchange Commission on April 10, 1996

                                              Registration No. 33-___________
                                
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  20549
                                
                 FORM S-8 REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933
                                
               UNIVEST CORPORATION OF PENNSYLVANIA
       (Exact name of issuer as specified in its charter)
                                

     Pennsylvania                                      23-1886144
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)
                                
                                
             14 N. Main Street, Souderton, PA  18964
      (Address of Principal Executive Offices)  (Zip Code)
                                
                                
            UNIVEST 1996 EMPLOYEE STOCK PURCHASE PLAN
                    (Full title of the Plan)
                                
                   Robert H. Schong, Secretary
               UNIVEST CORPORATION OF PENNSYLVANIA
                        14 N. Main Street
                      Souderton, PA  18964
             (Name and address of agent for service)
                                
                         (215) 721-2400
  (Telephone number, including area code, of agent for service)
                                
                         With copies to:
                  Wilhelm L. Gruszecki, Esquire
               Fox, Rothschild, O'Brien & Frankel
                          P. O. Box 431
                    Lansdale, PA  19446-0431
                                
                                
                 CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>                                
_________________________________________________________________________________________________________
Title of Securities      Amount              Proposed Maximum         Proposed Maximum         Amount of
to be Registered         to be               Offering Price           Aggregate                Registration
                         Registered          Per Share*               Offering Price*          Fee
<S>                      <C>                 <C>                      <C>                      <C>
Common Stock             250,000 shares      $  30.875                $  7,718,750             $ 2,661.64
__________________________________________________________________________________________________________
</TABLE>
*  Estimated solely for the purpose of determining the registration
   fee.  Based upon the average of the bid and asked price of the Common
   Stock as of April 11, 1996.

Page 1 of 48 sequentially numbered pages.  Exhibit Index on sequential
page 16.



Prospectus


               UNIVEST CORPORATION OF PENNSYLVANIA

                _________________________________

                             UNIVEST
                1996 EMPLOYEE STOCK PURCHASE PLAN
                ________________________________


        250,000 shares of Common Stock - Par Value $5.00

                        PLAN INFORMATION

General Plan Information

     Univest Corporation of Pennsylvania (the "Corporation") has
become the sponsor of the Univest 1996 Employee Stock Purchase Plan
(the "Plan").  The Plan is intended to constitute an "employee stock
purchase plan" within the meaning of Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code").  Through the Plan, the
eligible employees of the Corporation (and its subsidiaries whose
employees are permitted to participate in the Plan) will be granted
options to purchase shares of the Corporation's common stock (the
"Common Stock") on specified days of the year referred to as "Offering
Date(s)".  Beginning on the first pay day after an Offering Date, each
eligible employee who elects to participate in the Plan will direct a
portion of his pay to be set aside for the purchase of Common Stock on
a day referred to as the "Exercise Date".  The period between the
Offering Date and the Exercise Date is referred to as the "Offering
Period".  Participating employees will thereby acquire a proprietary
interest in the Corporation.  Being a Code Section 423 "employee stock
purchase plan," the employee/optionee will not recognize any income at
the date of grant or exercise of the options to purchase Common Stock
and will recognize taxable income at the time of disposition of the
optioned Common Stock in an amount equal to the excess of the proceeds
of sale over the amount paid for the optioned Common Stock, or loss
equal to the amount paid over the proceeds.

     The Plan will continue in existence until the earlier of the
exhaustion of the shares of Common Stock made available for the Plan
(which is 250,000 shares of Common Stock - Par Value $5.00) or the
action of the Corporation's Board of Directors to terminate the Plan.
The Board of Directors may, at any time, amend the Plan in any
respect, except that no amendment may increase the number of shares
reserved for purposes of the Plan or allow any person who is not an
eligible employee to become a participant in the Plan without the
approval of the Corporation's shareholders.  The Plan is not subject
to any of the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA").

     More information about the Plan can be obtained from the Human
Resources Department, Univest Building, 14 N. Main Street, Souderton,
PA 18964.

     The Plan is administered by an "Administrative Committee"
appointed by the Board of Directors.  The Administrative Committee has
the authority and power to make, adopt, construe and enforce rules and
regulations not inconsistent with the provisions of the Plan.


Securities to be Offered

     250,000 shares of Common Stock of the Corporation are available
under the Plan for purchase by its participants.


Employees Who May Participate in the Plan

     Each employee of the Corporation who has completed with the
Corporation at least one (1) year of continuous service or has been
employed at least two (2) years, is eligible to participate in the
Plan ("Eligible Employee").  One year of continuous service means
uninterrupted employment, excepting periods of excused absences.  To
be eligible to participate as of any Offering Date, the preceding
eligibility requirements must be met on or prior to such Offering
Date.  However, any employee who is otherwise eligible to participate
will not be eligible to participate if, for purposes of Code Section
423(b)(3), that employee owns stock possessing five percent (5%) or
more of the total combined voting power or value of all classes of
stock of the Corporation or of its parent or subsidiary corporations.

Becoming a Participant

     An Eligible Employee may elect to participate in the Plan by
executing and delivering to the Administrative Committee an Enrollment
Form on or no more than thirty (30) days prior to any Offering Date.
The Offering Dates are May 16, 1996, and the second business day of
each calendar quarter during which the Plan is in effect.  An Eligible
Employee who becomes a participant will automatically continue to
participate in the Plan.  An Eligible Employee who does not timely
execute and deliver an Enrollment Form for an Offering Period will not
participate in the Plan for that Offering Period or for any subsequent
Offering Period, unless the Eligible Employee executes and delivers a
timely Enrollment Form for a subsequent Offering Period.

     Any Eligible Employee who has previously been a participant,
whose participation has been discontinued, and who desires to be
reinstated as a participant, may again become a participant by
executing and delivering to the Administrative Committee an Enrollment
Form on or no more than thirty (30) days prior to any Offering Date,
and in such event, the Eligible Employee shall again become a
participant on that Offering Date.  An Eligible Employee may not
resume participation in the Plan during the Offering Period in which
his participation ended.


Purchase of Securities Pursuant to the Plan and Payment for Securities
Offered

     On each Offering Date, each participant will be deemed to have
been given an option to purchase that number of shares of Common Stock
arrived at by dividing the total amount of the participant's expected
payroll deductions during the Offering Period (determined by
multiplying the payroll deductions withheld during the first pay
period of the Offering Period) by the fair market value of the shares
of Common Stock on that date as determined by the Administrative
Committee.

     The maximum number of shares of Common Stock that may be
purchased for each participant on an Exercise Date is the lesser of
(i) the number of shares of Common Stock considered offered to the
participant on an Offering Date, (ii) the number of shares of Common
Stock that can be purchased by applying the full balance of the
participant's payroll deductions to the purchase of shares of Common
Stock at their purchase price, or (iii) the participant's
proportionate part of the maximum number of shares of Common Stock
available under the Plan.

     However, if any person entitled to purchase shares would be
deemed to own Common Stock (including any number of shares that such
person would be entitled to purchase under any option) possessing five
percent (5%) or more of the total combined voting power value of all
classes of stock of the Corporation, the maximum number of shares of
Common Stock that participant may purchase will be limited to that
number which, when added to the number of shares of stock that such
person is deemed to own (excluding any number of shares that such
person would be entitled to purchase under the Plan), is one less than
such five percent (5%).

     In addition, the Plan does not permit a participant to be granted
an option which permits his or her rights to purchase shares of Common
Stock under the Plan to accrue at a rate which exceeds $25,000 of the
fair market value of shares (determined at the time such option is
granted) for each calendar year for which such option is outstanding
at any time.

     The Eligible Employees who elect to participate in the Plan will
be required to authorize a deduction from pay to be used for the
purchase of Common Stock under the Plan, which deduction cannot be
more than ten percent (10%) of the gross amount of such payment and no
less than two percent (2%) per pay check.  A participant may decrease
(but not increase) the rate of payroll deductions during an Offering
Period.  The new rate will become effective within fifteen (15)
business days after the Corporation's receipt of the change.  Only one
change will be permitted during any Offering Period.  A participant
may increase or decrease the rate of payroll deductions for any
subsequent Offering Period by filing with the Corporation a new form
on or prior to the Offering Date with respect to such Offering Period.
Amounts deducted from a participant's pay will be accounted for in a
bookkeeping account referred to as a Stock Purchase Account.  No
interest will be paid on amounts credited to a participant's Stock
Purchase Account.

     On each Exercise Date, the amounts credited to a participant's
Stock Purchase Account will be used to purchase shares of Common
Stock.  The shares of Common Stock will be purchased either on the
over-the-counter market or from authorized but unissued (including
Treasury, if available) Common Stock of the Corporation.  When shares
are purchased from authorized but unissued (including Treasury, if
available) Common Stock of the Corporation, the proceeds of such sale
will be retained by the Corporation for use in any general corporate
purpose.  The shares of Common Stock purchased on behalf of a
participant will be credited to his Stock Purchase Account.  The
shares will be held by a custodian who will hold all shares of Common
Stock purchased for the participants of the Plan.  The Administrative
Committee will distribute quarterly reports to the participants of the
Plan as to the amount and status of their Stock Purchase Account.

     The purchase price of the shares of Common Stock purchased under
the Plan on behalf of its participants will be established by the
Administrative Committee, provided, however, the purchase price will
not be less than 85% of the lesser of (i) the Market Value of the
shares of Common Stock on the first business day in the Offering; or
(ii) the Market Value of the shares of Common Stock on the last
business day of the Offering.  For this purpose, Market Value means
the closing sale price on the date in question of a share of Common
Stock on the principal United States Securities Exchange registered
under the Securities and Exchange Act of 1934, as amended, on which
such Common Stock is listed, or if such Common Stock is not listed on
any exchange, the last sale price of a share of Common Stock as quoted
by the Bulletin Board on the date in question, or if no such
quotations are available, the fair market value on the date in
question of a share of Common Stock will be determined by the
Administrative Committee in good faith.  The Bulletin Board is an
automated quotation system for OTC securities under Section 17(b) of
the Securities Exchange Act of 1934 operated by the National
Association of Security Dealers.  The purchase price may include any
transfer or other fees imposed on the transaction pursuant to which
the shares of Common Stock are purchased.


Tax Effects of Plan Participation
     
     Being a Code Section 423 "employee stock purchase plan," the
employee/optionee will not recognize any income at the date of grant
or exercise of the options to purchase Common Stock extended to the
employee.  The employee/optionee will recognize taxable income at the
time of disposition of the optioned Common Stock in an amount equal to
the excess of the proceeds of sale over the amount paid for the
optioned Common Stock or loss equal to the amount paid over the
proceeds.  PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS TO
DETERMINE PARTICULAR TAX CONSEQUENCES, INCLUDING STATE TAX
CONSEQUENCES, WHICH MAY RESULT FROM PARTICIPATION IN THE PLAN, AND ANY
SUBSEQUENT DISPOSAL OF SHARES REQUIRED PURSUANT TO THE PLAN.

Withdrawal From the Plan

     Any participant may voluntarily withdraw from the Plan by
executing and delivering a Notice of Withdrawal with the
Administrative Committee.  The withdrawal will be effective upon
receipt, except that any withdrawal received on an Exercise Date will
be effective on the next day.  In addition, if a participant ceases to
be an employee of the Corporation, the participant's participation in
the Plan will immediately end, except that if that date is the
Exercise Date, the withdrawal will be effective on the next day.  Upon
termination of participation, the amount of payroll deductions, if
any, standing to the participant's credit in his Stock Purchase
Account will be refunded to the participant within thirty (30) days of
the date of withdrawal.

     When an Eligible Employee ceases to be a participant in the Plan,
the Corporation will issue certificates for shares of Common Stock
held by the custodian for the participant and deliver such
certificates to the participant within thirty (30) days of the
participant's withdrawal from the Plan.  The Corporation will not
issue certificates for fractional shares.  Any fractional shares will
be paid for in cash by the Corporation upon a participant's
withdrawal.

Assignment of Interest

     The right to purchase shares of Common Stock under the Plan is
personal to the Eligible Employee, and is exercisable only by the
Eligible Employee during his lifetime while employed.  It may not be
assigned or otherwise transferred by him.


                         USE OF PROCEEDS

     The Corporation has no basis for estimating either the number of
shares that will ultimately be purchased from the Corporation under
the Plan or the prices which it will receive for such shares.  When
shares are purchased from the Corporation, the net proceeds from such
sales will be used for general corporate purposes.

                             EXPERTS

     The consolidated financial statements of the Corporation and
subsidiaries incorporated by reference in the Annual Report on Form 10-
K of the Corporation for the year ended December 31, 1995, have been
audited by Ernst & Young LLP, independent auditors, as set forth in
their report included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by
reference in reliance on such report given on their authority as
experts in accounting and auditing.

     Documents incorporated herein by reference in the future will
include financial statements, related schedules (if required), and
independent auditors' reports, which financial statements and
schedules will have been audited to the extent and for the periods set
forth in such reports by the firm or firms rendering such reports, and
to the extent so audited and consent to incorporation by reference is
given, will be incorporated herein by reference in reliance upon such
reports given upon the authority of such firms as experts in
accounting and auditing.

            INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The general corporate law of the Commonwealth of Pennsylvania, as
applicable to the Corporation, together with the Corporation's By-
Laws, provides the Corporation's directors and officers with a broad
range of limitation from liability and indemnification for actions and
inactions in connection with the performance of their duties.  Aside
from matters involving criminal statutes or tax laws, directors are
not personally liable for monetary damages for any action or inaction
taken unless the director has breached or failed to perform his or her
duties of office and such breach or failure constitutes self-dealing,
willful misconduct or recklessness.  The Corporation's directors and
officers are entitled to be indemnified in connection with, or
resulting from the defense of any civil or criminal action which they
are made parties or a party or are otherwise involved by reason of
being or having been a director or officer, provided that the
Corporation is not obligated to indemnify a director or officer with
respect to any matter as to which he shall be finally adjudged in an
action, suit or proceeding to have been liable for willful misconduct
or recklessness in the performance of his duties.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Corporation pursuant to the foregoing
provisions, the Corporation has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act and is therefore
unenforceable.

  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The Corporation will provide a written statement to participants
advising them of the availability without charge, upon written or oral
request, of the documents incorporated by reference in Item 3 of Part
II of the Registration Statement for this Plan.  These documents are
incorporated by reference in this Section 10(a) Prospectus.  Also,
available without charge, upon written or oral request, the documents
required to be delivered to employees pursuant to Rule 428(b) (Section
230.428(b)).  Such requests should be directed to:  Attention:
Corporate Secretary, Univest Corporation of Pennsylvania, 14 N. Main
Street, Souderton, PA 18964.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents By Reference

     The following documents filed by the Corporation with the
Commission are incorporated herein by reference and all documents
subsequently filed by the Corporation with the Commission pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in the Registration Statement and to be
part thereof from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.

     1.   The Corporation's Annual Report on Form 10-K for the year
          ended December 31, 1995.

     2.   The description of the Common Stock contained in a
          registration statement on Form S-14 dated March 1, 1973.

Item 4.  Description of Securities - Not applicable.


Item 5.  Interests of Named Experts and Counsel - Not applicable.


Item 6.  Indemnification of Officers and Directors


     Subchapter D of Chapter 17 of the Pennsylvania Business
Corporation Law of 1988, as amended, (15 Pa. C.S.A. 1741-1750) (the
"BCL") provides that a business corporation shall have the power under
certain circumstances to indemnify directors, officers, employees and
agents against certain expenses incurred by them in connection with
any threatened, pending or completed action, suit or proceeding.

     Section 1721 of the BCL (relating to the Board of Directors)
declares that unless otherwise provided by statute or in a bylaw
adopted by the shareholders, all powers enumerated in Section 1502
(relating to general powers) and elsewhere in the BCL or otherwise
vested by law in a business corporation shall be exercised by or under
the authority of, and the business and affairs of every business
corporation shall be managed under the direction of, a board of
directors.  If any such provision is made in the bylaws, the powers
and duties conferred or imposed upon the board of directors under the
BCL shall be exercised or performed to such extent and by such person
or persons as shall be provided in the bylaws.

     Section 1712 of the BCL provides that a director shall stand in a
fiduciary relation to the corporation and shall perform his duties as
a director, including his duties as a member of any committee of the
board upon which he may serve, in good faith, in a manner he
reasonably believes to be in the best interests of the corporation and
with such care, including reasonable inquiry, skill and diligence, as
a person of ordinary prudence would use under similar circumstances.
In performing his duties, a director shall be entitled to rely in good
faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared
or presented by any of the following:

     (1)  One or more officers or employees of the corporation whom
the director reasonably believes to be reliable and competent in the
matters presented;

     (2)  Counsel, public accountants or other persons as to matters
which the director reasonably believes to be within the professional
or expert competence of such person; or

     (3)  A committee of the board upon which he does not serve, duly
designated in accordance with law, as to matters within its designated
authority, which committee the director reasonably believes to merit
confidence.

A director shall not be considered to be acting in good faith, if he
has knowledge concerning the matter in question that would cause his
reliance to be unwarranted.

     Except as otherwise provided in the bylaws, an officer shall
perform his duties as an officer in good faith, in a manner he
reasonably believes to be in the best interests of the Corporation,
and with such care, including reasonable inquiry, skill and diligence,
as a person of ordinary prudence would use under similar
circumstances.  A person who so performs his duties shall not be
liable by reason of having been an officer of the Corporation.

     Section 1716 also states that in discharging the duties of their
respective positions, the board of directors, committees of the board
and individual directors may, in considering the best interests of the
corporation, consider the effects of any action upon employees, upon
suppliers and customers of the corporation and upon communities in
which offices or other establishments of the corporation are located,
and all other pertinent factors.  The consideration of those factors
shall not constitute a violation of Section 1712.  In addition, absent
breach of fiduciary duty, lack of good faith or self-dealing, actions
taken as a director or any failure to take any action shall be
presumed to be in the best interests of the corporation.

     Moreover, Section 1713 addresses the personal liability of
directors and states that if a bylaw adopted by the shareholders so
provides, a director shall not be personally liable, as such, for
monetary damages for any action taken, or any failure to take any
action, unless:

     (1)  the director has breached or failed to perform the duties of
his office under this section; and

     (2)  the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.

     The provisions discussed above shall not apply to:

     (1)  the responsibility or liability of a director pursuant to
any criminal statute; or

     (2)  the liability of a director for the payment of taxes
pursuant to local, state or federal law.

     Finally, Section 1714 states that a director of a corporation who
is present at a meeting of its board of directors, or of a committee
of the board, at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent is
entered in the minutes of the meeting or unless he files his written
dissent to the action with the secretary of the meeting before the
adjournment thereof or transmits the dissent in writing to the
secretary of the corporation immediately after the adjournment of the
meeting.  The right to dissent shall not apply to a director who voted
in favor of the action.  Nothing in this Section 1721 shall bar a
director from asserting that minutes of the meeting incorrectly
omitted his dissent if, promptly upon receipt of a copy of such
minutes, he notified the secretary, in writing, of the asserted
omission or inaccuracy.

     Section 1741 of the BCL (relating to third party actions)
provides that unless otherwise restricted in its bylaws, a business
corporation shall have the power to indemnify any person who was or is
a party, or is threatened to be made a party to any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that such person is
or was a representative of the corporation, or is or was serving at
the request of the corporation as a representative of another domestic
or foreign corporation for profit or not-for-profit, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with the
action or proceeding if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action or proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or
its equivalent shall not of itself create a presumption that the
person did not act in good faith and in a manner that he reasonably
believed to be in, or not opposed to, the best interests of the
corporation, and with respect to any criminal proceeding, had
reasonable cause to believe that his conduct was not unlawful.

     Section 1742 of the BCL (relating to derivative actions) provides
that unless otherwise restricted in its bylaws, a business corporation
shall have the power to indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or
completed action by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was
a representative of the corporation, or is or was serving at the
request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of the action if such person
acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the corporation.
Indemnification shall not be made under this section in respect of any
claim, issue or matter as to which such person has been adjudged to be
liable to the corporation unless, and only to the extent that, the
court of common pleas of the judicial district embracing the county in
which the registered office of the corporation is located or the court
in which such action was brought determines upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Common
Pleas or such other court shall deem proper.

     Section 1743 of the BCL (relating to mandatory indemnification)
provides for mandatory indemnification of directors and officers such
that to the extent that a representative of the business corporation
has been successful on the merits or otherwise in defense of any
action or proceeding referred to in Sections 1741 (relating to third
party actions) or 1742 (relating to derivative actions), or in defense
of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorney's fees) actually and
reasonably incurred by such person in connection therewith.

     Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification.
Under this section, unless ordered by a court, any indemnification
under Section 1741 (relating to third party actions) or 1742 (relating
to derivative actions) shall be made by the business corporation only
as authorized in the specific case upon a determination that
indemnification of the representative is proper in the circumstances
because such person has met the applicable standard of conduct set
forth in those sections.  The determination shall be made:

     (1)  by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the action or
proceeding;

     (2)  if such quorum is not obtainable or if obtainable and a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or

     (3)  by the shareholders.

     Section 1745 of the BCL (relating to advancing expenses) provides
that expenses (including attorneys' fees) incurred in defending any
action or proceeding referred to above may be paid by the business
corporation in advance of the final disposition of the action or
proceeding upon receipt of an understanding by or on behalf of the
representative to repay such amount if it is ultimately determined
that such person is not entitled to be indemnified by the corporation
as authorized by the BCL or otherwise.

     Section 1746 of the BCL (relating to supplementary coverage)
provides that the indemnification and advancement of expenses provided
by or granted pursuant to the other sections of the BCL shall not be
deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any
other bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such
office.

     Section 1746 of the BCL also provides that indemnification
referred to above shall not be made in any case where the act or
failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or
recklessness.

     Section 1746 further declares that indemnification under any
bylaw, agreement, vote of shareholders or directors or otherwise, may
be granted for any action taken or any failure to take any action and
may be made whether or not the corporation would have the power to
indemnify the person under any other provision of law except as
provided in this section and whether or not the indemnified liability
arises or arose from any threatened, pending  or completed action by
or in the right of the corporation.  Such indemnification is declared
to be consistent with the public policy of the Commonwealth of
Pennsylvania.

     Section 1747 of the BCL (relating to the power to purchase
insurance) provides that unless otherwise restricted in its by-laws, a
business corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a representative of
the corporation or is or was serving at the request of the corporation
as a representative of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other
enterprise against any liability asserted against him or incurred by
him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him
against that liability under the provisions of the BCL.  Such
insurance is declared to be consistent with the public policy of the
Commonwealth of Pennsylvania.

     Section 1750 of the BCL (relating to duration and extent of
coverage) declares that the indemnification and advancement of
expenses provided by, or granted pursuant to, the BCL shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a representative of the corporation and
shall inure to the benefit of the heirs and personal representatives
of that person.

     Article IV of the By-Laws of the Corporation provides a broad
range of indemnification for its directors and officers.  In essence,
directors and officers will be indemnified for any act committed while
in the course of their association with the Corporation, provided that
the director or officer shall be finally adjudged in the action, suit
or proceeding to have been liable for willful misconduct or
recklessness in the performance of his duties as a director or
officer.

Item 7.  Exemption from Registration Claimed - Not applicable.



Item 8.  Exhibits


Exhibit 3(a)    Articles of Incorporation of the Corporation as amended
                through April 21, 1994

Exhibit 3(b)    Amended By-Laws of the Corporation

Exhibit 5       Opinion of Fox, Rothschild, O'Brien, & Frankel, corporate
                counsel to the Corporation

Exhibit 23(a)   Consent of Ernst & Young LLP

Exhibit 23(b)   Consent of Fox, Rothschild, O'Brien & Frankel
                (included as part of Exhibit 5)

Exhibit 99(a)*  Annual Report on Form 10-K for the fiscal year ended
                December 31, 1995

Exhibit 99(b)   Univest 1996 Employee Stock Purchase Plan introductory
                letter to Employees

Exhibit 99(c)** Univest 1996 Employee Stock Purchase Plan

Exhibit 99(d)   Univest 1996 Employee Stock Purchase Plan Enrollment
                Form

 *.. Incorporated by reference (File No. 0-7617)
**.. Incorporated by reference (Plan filed in detail within the definitive
                                proxy which was filed electronically on 
                                March 7, 1996.)

Item 9.  Undertakings

The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

          (i)  To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement;

          (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that paragraphs (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Sections 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

     (4)  That, for the purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liability under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by such final adjudication of such issue.


                           SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-
8 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the Borough of
Souderton, Commonwealth of Pennsylvania, on March 27, 1996.



                              UNIVEST CORPORATION OF PENNSYLVANIA

                              By:  Merrill S. Moyer
                                   Title:  Chairman and President

     Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
                              Capacity                      Date
<S>                           <C>                           <C>
MERRILL S. MOYER              Chairman, President           3/27/96
Principal Executive Officer   and Director


WALLACE H. BIELER             Senior Vice President and     3/27/96
Principal Financial and       Chief Financial Officer
Accounting Officer


JAMES L. BERGEY               Director                      3/27/96


HAROLD M. MININGER            Director                      3/27/96


CHARLES H. HOEFLICH           Director                      3/27/96


NORMAN G. GOOD                Director                      3/27/96


THOMAS K. LEIDY               Director                      3/27/96


JULES PEARLSTINE, ESQ         Director                      3/27/96


P. GREGORY SHELLY             Director                      3/27/96


R. LEE DELP                   Director                      3/27/96
</TABLE>


     The Plan.  Pursuant to the requirements of the Securities Act of
1933, the trustees (other than persons who administer the employee
benefit plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the Borough of Souderton, Commonwealth of Pennsylvania, on March 27,
1996.



                              UNIVEST 1996 EMPLOYEE STOCK PURCHASE
                              PLAN

                              By:  CHARLES H. HOEFLICH
                                   Administrative Committee Member

                              By:  JAMES L. BERGEY
                                   Administrative Committee Member

                              By:  THOMAS K. LEIDY
                                   Administrative Committee Member

                              By:  HAROLD M. MININGER,
                                   Administrative Committee Member


<TABLE>
<CAPTION>
                          EXHIBIT INDEX
                                                                  Page
<S>                 <C>                                          <C>
Exhibit 3(a)        Articles of Incorporation of the             17-21
                    Corporation as amended through April 21,
                    1994


Exhibit 3(b)        Amended By-Laws of the Corporation           22-43


Exhibit 5           Opinion of Fox, Rothschild, O'Brien          44-45
                    & Frankel
                    corporate counsel to the Corporation

Exhibit 23(a)       Consent of Ernst & Young LLP                 46

Exhibit 23(b)       Consent of Fox, Rothschild, O'Brien 
                    & Frankel
                    (included in part of Exhibit 5)

Exhibit 99(a)*      Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1995


Exhibit 99(b)       Univest 1996 Employee Stock Purchase Plan     47
                    introductory letter to Employees


Exhibit 99(c)**     Univest 1996 Employee Stock Purchase Plan


Exhibit 99(d)       Univest 1996 Employee Stock Purchase Plan     48
                    Enrollment Form



* .. Incorporated by reference (File No. 0-7617)
**.. Incorporated by reference (Plan filed in detail within the
                                definitive proxy which was
                                electronically filed on March 7, 1996)


</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 44169}]
{"company-data": {"conformed-name": "UNIVEST CORP OF PENNSYLVANIA", "cik": "0000102212", "assigned-sic": "6022", "irs-number": "231886144", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02513", "film-number": "96547106"}, "business-address": {"street1": "10 W BROAD ST", "city": "SOUDERTON", "state": "PA", "zip": "18964", "phone": "2157212400"}, "mail-address": {"street1": "10 W BROAD STREET", "city": "SOUDERTON", "state": "PA", "zip": "18964"}}
As filed with the Securities and Exchange Commission on April 10, 1996

                                              Registration No. 33-___________
                                
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  20549
                                
                 FORM S-8 REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933
                                
               UNIVEST CORPORATION OF PENNSYLVANIA
       (Exact name of issuer as specified in its charter)
                                

     Pennsylvania                                      23-1886144
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)
                                
                                
             14 N. Main Street, Souderton, PA  18964
      (Address of Principal Executive Offices)  (Zip Code)
                                
                                
            UNIVEST 1996 EMPLOYEE STOCK PURCHASE PLAN
                    (Full title of the Plan)
                                
                   Robert H. Schong, Secretary
               UNIVEST CORPORATION OF PENNSYLVANIA
                        14 N. Main Street
                      Souderton, PA  18964
             (Name and address of agent for service)
                                
                         (215) 721-2400
  (Telephone number, including area code, of agent for service)
                                
                         With copies to:
                  Wilhelm L. Gruszecki, Esquire
               Fox, Rothschild, O'Brien & Frankel
                          P. O. Box 431
                    Lansdale, PA  19446-0431
                                
                                
                 CALCULATION OF REGISTRATION FEE
_________________________________________________________________________________________________________
Title of Securities      Amount              Proposed Maximum         Proposed Maximum         Amount of
to be Registered         to be               Offering Price           Aggregate                Registration
                         Registered          Per Share*               Offering Price*          Fee
Common Stock             250,000 shares      $  30.875                $  7,718,750             $ 2,661.64
__________________________________________________________________________________________________________
*  Estimated solely for the purpose of determining the registration
   fee.  Based upon the average of the bid and asked price of the Common
   Stock as of April 11, 1996.

Page 1 of 48 sequentially numbered pages.  Exhibit Index on sequential
page 16.

Prospectus

               UNIVEST CORPORATION OF PENNSYLVANIA

                _________________________________

                             UNIVEST
                1996 EMPLOYEE STOCK PURCHASE PLAN
                ________________________________

        250,000 shares of Common Stock - Par Value $5.00

                        PLAN INFORMATION

General Plan Information

     Univest Corporation of Pennsylvania (the "Corporation") has
become the sponsor of the Univest 1996 Employee Stock Purchase Plan
(the "Plan").  The Plan is intended to constitute an "employee stock
purchase plan" within the meaning of Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code").  Through the Plan, the
eligible employees of the Corporation (and its subsidiaries whose
employees are permitted to participate in the Plan) will be granted
options to purchase shares of the Corporation's common stock (the
"Common Stock") on specified days of the year referred to as "Offering
Date(s)".  Beginning on the first pay day after an Offering Date, each
eligible employee who elects to participate in the Plan will direct a
portion of his pay to be set aside for the purchase of Common Stock on
a day referred to as the "Exercise Date".  The period between the
Offering Date and the Exercise Date is referred to as the "Offering
Period".  Participating employees will thereby acquire a proprietary
interest in the Corporation.  Being a Code Section 423 "employee stock
purchase plan," the employee/optionee will not recognize any income at
the date of grant or exercise of the options to purchase Common Stock
and will recognize taxable income at the time of disposition of the
optioned Common Stock in an amount equal to the excess of the proceeds
of sale over the amount paid for the optioned Common Stock, or loss
equal to the amount paid over the proceeds.

     The Plan will continue in existence until the earlier of the
exhaustion of the shares of Common Stock made available for the Plan
(which is 250,000 shares of Common Stock - Par Value $5.00) or the
action of the Corporation's Board of Directors to terminate the Plan.
The Board of Directors may, at any time, amend the Plan in any
respect, except that no amendment may increase the number of shares
reserved for purposes of the Plan or allow any person who is not an
eligible employee to become a participant in the Plan without the
approval of the Corporation's shareholders.  The Plan is not subject
to any of the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA").

     More information about the Plan can be obtained from the Human
Resources Department, Univest Building, 14 N. Main Street, Souderton,
PA 18964.

     The Plan is administered by an "Administrative Committee"
appointed by the Board of Directors.  The Administrative Committee has
the authority and power to make, adopt, construe and enforce rules and
regulations not inconsistent with the provisions of the Plan.

Securities to be Offered

     250,000 shares of Common Stock of the Corporation are available
under the Plan for purchase by its participants.

Employees Who May Participate in the Plan

     Each employee of the Corporation who has completed with the
Corporation at least one (1) year of continuous service or has been
employed at least two (2) years, is eligible to participate in the
Plan ("Eligible Employee").  One year of continuous service means
uninterrupted employment, excepting periods of excused absences.  To
be eligible to participate as of any Offering Date, the preceding
eligibility requirements must be met on or prior to such Offering
Date.  However, any employee who is otherwise eligible to participate
will not be eligible to participate if, for purposes of Code Section
423(b)(3), that employee owns stock possessing five percent (5%) or
more of the total combined voting power or value of all classes of
stock of the Corporation or of its parent or subsidiary corporations.

Becoming a Participant

     An Eligible Employee may elect to participate in the Plan by
executing and delivering to the Administrative Committee an Enrollment
Form on or no more than thirty (30) days prior to any Offering Date.
The Offering Dates are May 16, 1996, and the second business day of
each calendar quarter during which the Plan is in effect.  An Eligible
Employee who becomes a participant will automatically continue to
participate in the Plan.  An Eligible Employee who does not timely
execute and deliver an Enrollment Form for an Offering Period will not
participate in the Plan for that Offering Period or for any subsequent
Offering Period, unless the Eligible Employee executes and delivers a
timely Enrollment Form for a subsequent Offering Period.

     Any Eligible Employee who has previously been a participant,
whose participation has been discontinued, and who desires to be
reinstated as a participant, may again become a participant by
executing and delivering to the Administrative Committee an Enrollment
Form on or no more than thirty (30) days prior to any Offering Date,
and in such event, the Eligible Employee shall again become a
participant on that Offering Date.  An Eligible Employee may not
resume participation in the Plan during the Offering Period in which
his participation ended.

Purchase of Securities Pursuant to the Plan and Payment for Securities
Offered

     On each Offering Date, each participant will be deemed to have
been given an option to purchase that number of shares of Common Stock
arrived at by dividing the total amount of the participant's expected
payroll deductions during the Offering Period (determined by
multiplying the payroll deductions withheld during the first pay
period of the Offering Period) by the fair market value of the shares
of Common Stock on that date as determined by the Administrative
Committee.

     The maximum number of shares of Common Stock that may be
purchased for each participant on an Exercise Date is the lesser of
(i) the number of shares of Common Stock considered offered to the
participant on an Offering Date, (ii) the number of shares of Common
Stock that can be purchased by applying the full balance of the
participant's payroll deductions to the purchase of shares of Common
Stock at their purchase price, or (iii) the participant's
proportionate part of the maximum number of shares of Common Stock
available under the Plan.

     However, if any person entitled to purchase shares would be
deemed to own Common Stock (including any number of shares that such
person would be entitled to purchase under any option) possessing five
percent (5%) or more of the total combined voting power value of all
classes of stock of the Corporation, the maximum number of shares of
Common Stock that participant may purchase will be limited to that
number which, when added to the number of shares of stock that such
person is deemed to own (excluding any number of shares that such
person would be entitled to purchase under the Plan), is one less than
such five percent (5%).

     In addition, the Plan does not permit a participant to be granted
an option which permits his or her rights to purchase shares of Common
Stock under the Plan to accrue at a rate which exceeds $25,000 of the
fair market value of shares (determined at the time such option is
granted) for each calendar year for which such option is outstanding
at any time.

     The Eligible Employees who elect to participate in the Plan will
be required to authorize a deduction from pay to be used for the
purchase of Common Stock under the Plan, which deduction cannot be
more than ten percent (10%) of the gross amount of such payment and no
less than two percent (2%) per pay check.  A participant may decrease
(but not increase) the rate of payroll deductions during an Offering
Period.  The new rate will become effective within fifteen (15)
business days after the Corporation's receipt of the change.  Only one
change will be permitted during any Offering Period.  A participant
may increase or decrease the rate of payroll deductions for any
subsequent Offering Period by filing with the Corporation a new form
on or prior to the Offering Date with respect to such Offering Period.
Amounts deducted from a participant's pay will be accounted for in a
bookkeeping account referred to as a Stock Purchase Account.  No
interest will be paid on amounts credited to a participant's Stock
Purchase Account.

     On each Exercise Date, the amounts credited to a participant's
Stock Purchase Account will be used to purchase shares of Common
Stock.  The shares of Common Stock will be purchased either on the
over-the-counter market or from authorized but unissued (including
Treasury, if available) Common Stock of the Corporation.  When shares
are purchased from authorized but unissued (including Treasury, if
available) Common Stock of the Corporation, the proceeds of such sale
will be retained by the Corporation for use in any general corporate
purpose.  The shares of Common Stock purchased on behalf of a
participant will be credited to his Stock Purchase Account.  The
shares will be held by a custodian who will hold all shares of Common
Stock purchased for the participants of the Plan.  The Administrative
Committee will distribute quarterly reports to the participants of the
Plan as to the amount and status of their Stock Purchase Account.

     The purchase price of the shares of Common Stock purchased under
the Plan on behalf of its participants will be established by the
Administrative Committee, provided, however, the purchase price will
not be less than 85% of the lesser of (i) the Market Value of the
shares of Common Stock on the first business day in the Offering; or
(ii) the Market Value of the shares of Common Stock on the last
business day of the Offering.  For this purpose, Market Value means
the closing sale price on the date in question of a share of Common
Stock on the principal United States Securities Exchange registered
under the Securities and Exchange Act of 1934, as amended, on which
such Common Stock is listed, or if such Common Stock is not listed on
any exchange, the last sale price of a share of Common Stock as quoted
by the Bulletin Board on the date in question, or if no such
quotations are available, the fair market value on the date in
question of a share of Common Stock will be determined by the
Administrative Committee in good faith.  The Bulletin Board is an
automated quotation system for OTC securities under Section 17(b) of
the Securities Exchange Act of 1934 operated by the National
Association of Security Dealers.  The purchase price may include any
transfer or other fees imposed on the transaction pursuant to which
the shares of Common Stock are purchased.

Tax Effects of Plan Participation
     
     Being a Code Section 423 "employee stock purchase plan," the
employee/optionee will not recognize any income at the date of grant
or exercise of the options to purchase Common Stock extended to the
employee.  The employee/optionee will recognize taxable income at the
time of disposition of the optioned Common Stock in an amount equal to
the excess of the proceeds of sale over the amount paid for the
optioned Common Stock or loss equal to the amount paid over the
proceeds.  PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS TO
DETERMINE PARTICULAR TAX CONSEQUENCES, INCLUDING STATE TAX
CONSEQUENCES, WHICH MAY RESULT FROM PARTICIPATION IN THE PLAN, AND ANY
SUBSEQUENT DISPOSAL OF SHARES REQUIRED PURSUANT TO THE PLAN.

Withdrawal From the Plan

     Any participant may voluntarily withdraw from the Plan by
executing and delivering a Notice of Withdrawal with the
Administrative Committee.  The withdrawal will be effective upon
receipt, except that any withdrawal received on an Exercise Date will
be effective on the next day.  In addition, if a participant ceases to
be an employee of the Corporation, the participant's participation in
the Plan will immediately end, except that if that date is the
Exercise Date, the withdrawal will be effective on the next day.  Upon
termination of participation, the amount of payroll deductions, if
any, standing to the participant's credit in his Stock Purchase
Account will be refunded to the participant within thirty (30) days of
the date of withdrawal.

     When an Eligible Employee ceases to be a participant in the Plan,
the Corporation will issue certificates for shares of Common Stock
held by the custodian for the participant and deliver such
certificates to the participant within thirty (30) days of the
participant's withdrawal from the Plan.  The Corporation will not
issue certificates for fractional shares.  Any fractional shares will
be paid for in cash by the Corporation upon a participant's
withdrawal.

Assignment of Interest

     The right to purchase shares of Common Stock under the Plan is
personal to the Eligible Employee, and is exercisable only by the
Eligible Employee during his lifetime while employed.  It may not be
assigned or otherwise transferred by him.

                         USE OF PROCEEDS

     The Corporation has no basis for estimating either the number of
shares that will ultimately be purchased from the Corporation under
the Plan or the prices which it will receive for such shares.  When
shares are purchased from the Corporation, the net proceeds from such
sales will be used for general corporate purposes.

                             EXPERTS

     The consolidated financial statements of the Corporation and
subsidiaries incorporated by reference in the Annual Report on Form 10-
K of the Corporation for the year ended December 31, 1995, have been
audited by Ernst & Young LLP, independent auditors, as set forth in
their report included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by
reference in reliance on such report given on their authority as
experts in accounting and auditing.

     Documents incorporated herein by reference in the future will
include financial statements, related schedules (if required), and
independent auditors' reports, which financial statements and
schedules will have been audited to the extent and for the periods set
forth in such reports by the firm or firms rendering such reports, and
to the extent so audited and consent to incorporation by reference is
given, will be incorporated herein by reference in reliance upon such
reports given upon the authority of such firms as experts in
accounting and auditing.

            INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The general corporate law of the Commonwealth of Pennsylvania, as
applicable to the Corporation, together with the Corporation's By-
Laws, provides the Corporation's directors and officers with a broad
range of limitation from liability and indemnification for actions and
inactions in connection with the performance of their duties.  Aside
from matters involving criminal statutes or tax laws, directors are
not personally liable for monetary damages for any action or inaction
taken unless the director has breached or failed to perform his or her
duties of office and such breach or failure constitutes self-dealing,
willful misconduct or recklessness.  The Corporation's directors and
officers are entitled to be indemnified in connection with, or
resulting from the defense of any civil or criminal action which they
are made parties or a party or are otherwise involved by reason of
being or having been a director or officer, provided that the
Corporation is not obligated to indemnify a director or officer with
respect to any matter as to which he shall be finally adjudged in an
action, suit or proceeding to have been liable for willful misconduct
or recklessness in the performance of his duties.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Corporation pursuant to the foregoing
provisions, the Corporation has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act and is therefore
unenforceable.

  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The Corporation will provide a written statement to participants
advising them of the availability without charge, upon written or oral
request, of the documents incorporated by reference in Item 3 of Part
II of the Registration Statement for this Plan.  These documents are
incorporated by reference in this Section 10(a) Prospectus.  Also,
available without charge, upon written or oral request, the documents
required to be delivered to employees pursuant to Rule 428(b) (Section
230.428(b)).  Such requests should be directed to:  Attention:
Corporate Secretary, Univest Corporation of Pennsylvania, 14 N. Main
Street, Souderton, PA 18964.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents By Reference

     The following documents filed by the Corporation with the
Commission are incorporated herein by reference and all documents
subsequently filed by the Corporation with the Commission pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in the Registration Statement and to be
part thereof from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.

     1.   The Corporation's Annual Report on Form 10-K for the year
          ended December 31, 1995.

     2.   The description of the Common Stock contained in a
          registration statement on Form S-14 dated March 1, 1973.

Item 4.  Description of Securities - Not applicable.

Item 5.  Interests of Named Experts and Counsel - Not applicable.

Item 6.  Indemnification of Officers and Directors

     Subchapter D of Chapter 17 of the Pennsylvania Business
Corporation Law of 1988, as amended, (15 Pa. C.S.A. 1741-1750) (the
"BCL") provides that a business corporation shall have the power under
certain circumstances to indemnify directors, officers, employees and
agents against certain expenses incurred by them in connection with
any threatened, pending or completed action, suit or proceeding.

     Section 1721 of the BCL (relating to the Board of Directors)
declares that unless otherwise provided by statute or in a bylaw
adopted by the shareholders, all powers enumerated in Section 1502
(relating to general powers) and elsewhere in the BCL or otherwise
vested by law in a business corporation shall be exercised by or under
the authority of, and the business and affairs of every business
corporation shall be managed under the direction of, a board of
directors.  If any such provision is made in the bylaws, the powers
and duties conferred or imposed upon the board of directors under the
BCL shall be exercised or performed to such extent and by such person
or persons as shall be provided in the bylaws.

     Section 1712 of the BCL provides that a director shall stand in a
fiduciary relation to the corporation and shall perform his duties as
a director, including his duties as a member of any committee of the
board upon which he may serve, in good faith, in a manner he
reasonably believes to be in the best interests of the corporation and
with such care, including reasonable inquiry, skill and diligence, as
a person of ordinary prudence would use under similar circumstances.
In performing his duties, a director shall be entitled to rely in good
faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared
or presented by any of the following:

     (1)  One or more officers or employees of the corporation whom
the director reasonably believes to be reliable and competent in the
matters presented;

     (2)  Counsel, public accountants or other persons as to matters
which the director reasonably believes to be within the professional
or expert competence of such person; or

     (3)  A committee of the board upon which he does not serve, duly
designated in accordance with law, as to matters within its designated
authority, which committee the director reasonably believes to merit
confidence.

A director shall not be considered to be acting in good faith, if he
has knowledge concerning the matter in question that would cause his
reliance to be unwarranted.

     Except as otherwise provided in the bylaws, an officer shall
perform his duties as an officer in good faith, in a manner he
reasonably believes to be in the best interests of the Corporation,
and with such care, including reasonable inquiry, skill and diligence,
as a person of ordinary prudence would use under similar
circumstances.  A person who so performs his duties shall not be
liable by reason of having been an officer of the Corporation.

     Section 1716 also states that in discharging the duties of their
respective positions, the board of directors, committees of the board
and individual directors may, in considering the best interests of the
corporation, consider the effects of any action upon employees, upon
suppliers and customers of the corporation and upon communities in
which offices or other establishments of the corporation are located,
and all other pertinent factors.  The consideration of those factors
shall not constitute a violation of Section 1712.  In addition, absent
breach of fiduciary duty, lack of good faith or self-dealing, actions
taken as a director or any failure to take any action shall be
presumed to be in the best interests of the corporation.

     Moreover, Section 1713 addresses the personal liability of
directors and states that if a bylaw adopted by the shareholders so
provides, a director shall not be personally liable, as such, for
monetary damages for any action taken, or any failure to take any
action, unless:

     (1)  the director has breached or failed to perform the duties of
his office under this section; and

     (2)  the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.

     The provisions discussed above shall not apply to:

     (1)  the responsibility or liability of a director pursuant to
any criminal statute; or

     (2)  the liability of a director for the payment of taxes
pursuant to local, state or federal law.

     Finally, Section 1714 states that a director of a corporation who
is present at a meeting of its board of directors, or of a committee
of the board, at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent is
entered in the minutes of the meeting or unless he files his written
dissent to the action with the secretary of the meeting before the
adjournment thereof or transmits the dissent in writing to the
secretary of the corporation immediately after the adjournment of the
meeting.  The right to dissent shall not apply to a director who voted
in favor of the action.  Nothing in this Section 1721 shall bar a
director from asserting that minutes of the meeting incorrectly
omitted his dissent if, promptly upon receipt of a copy of such
minutes, he notified the secretary, in writing, of the asserted
omission or inaccuracy.

     Section 1741 of the BCL (relating to third party actions)
provides that unless otherwise restricted in its bylaws, a business
corporation shall have the power to indemnify any person who was or is
a party, or is threatened to be made a party to any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that such person is
or was a representative of the corporation, or is or was serving at
the request of the corporation as a representative of another domestic
or foreign corporation for profit or not-for-profit, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with the
action or proceeding if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action or proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or
its equivalent shall not of itself create a presumption that the
person did not act in good faith and in a manner that he reasonably
believed to be in, or not opposed to, the best interests of the
corporation, and with respect to any criminal proceeding, had
reasonable cause to believe that his conduct was not unlawful.

     Section 1742 of the BCL (relating to derivative actions) provides
that unless otherwise restricted in its bylaws, a business corporation
shall have the power to indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or
completed action by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was
a representative of the corporation, or is or was serving at the
request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of the action if such person
acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the corporation.
Indemnification shall not be made under this section in respect of any
claim, issue or matter as to which such person has been adjudged to be
liable to the corporation unless, and only to the extent that, the
court of common pleas of the judicial district embracing the county in
which the registered office of the corporation is located or the court
in which such action was brought determines upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Common
Pleas or such other court shall deem proper.

     Section 1743 of the BCL (relating to mandatory indemnification)
provides for mandatory indemnification of directors and officers such
that to the extent that a representative of the business corporation
has been successful on the merits or otherwise in defense of any
action or proceeding referred to in Sections 1741 (relating to third
party actions) or 1742 (relating to derivative actions), or in defense
of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorney's fees) actually and
reasonably incurred by such person in connection therewith.

     Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification.
Under this section, unless ordered by a court, any indemnification
under Section 1741 (relating to third party actions) or 1742 (relating
to derivative actions) shall be made by the business corporation only
as authorized in the specific case upon a determination that
indemnification of the representative is proper in the circumstances
because such person has met the applicable standard of conduct set
forth in those sections.  The determination shall be made:

     (1)  by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the action or
proceeding;

     (2)  if such quorum is not obtainable or if obtainable and a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or

     (3)  by the shareholders.

     Section 1745 of the BCL (relating to advancing expenses) provides
that expenses (including attorneys' fees) incurred in defending any
action or proceeding referred to above may be paid by the business
corporation in advance of the final disposition of the action or
proceeding upon receipt of an understanding by or on behalf of the
representative to repay such amount if it is ultimately determined
that such person is not entitled to be indemnified by the corporation
as authorized by the BCL or otherwise.

     Section 1746 of the BCL (relating to supplementary coverage)
provides that the indemnification and advancement of expenses provided
by or granted pursuant to the other sections of the BCL shall not be
deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any
other bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such
office.

     Section 1746 of the BCL also provides that indemnification
referred to above shall not be made in any case where the act or
failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or
recklessness.

     Section 1746 further declares that indemnification under any
bylaw, agreement, vote of shareholders or directors or otherwise, may
be granted for any action taken or any failure to take any action and
may be made whether or not the corporation would have the power to
indemnify the person under any other provision of law except as
provided in this section and whether or not the indemnified liability
arises or arose from any threatened, pending  or completed action by
or in the right of the corporation.  Such indemnification is declared
to be consistent with the public policy of the Commonwealth of
Pennsylvania.

     Section 1747 of the BCL (relating to the power to purchase
insurance) provides that unless otherwise restricted in its by-laws, a
business corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a representative of
the corporation or is or was serving at the request of the corporation
as a representative of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other
enterprise against any liability asserted against him or incurred by
him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him
against that liability under the provisions of the BCL.  Such
insurance is declared to be consistent with the public policy of the
Commonwealth of Pennsylvania.

     Section 1750 of the BCL (relating to duration and extent of
coverage) declares that the indemnification and advancement of
expenses provided by, or granted pursuant to, the BCL shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a representative of the corporation and
shall inure to the benefit of the heirs and personal representatives
of that person.

     Article IV of the By-Laws of the Corporation provides a broad
range of indemnification for its directors and officers.  In essence,
directors and officers will be indemnified for any act committed while
in the course of their association with the Corporation, provided that
the director or officer shall be finally adjudged in the action, suit
or proceeding to have been liable for willful misconduct or
recklessness in the performance of his duties as a director or
officer.

Item 7.  Exemption from Registration Claimed - Not applicable.

Item 8.  Exhibits

Exhibit 3(a)    Articles of Incorporation of the Corporation as amended
                through April 21, 1994

Exhibit 3(b)    Amended By-Laws of the Corporation

Exhibit 5       Opinion of Fox, Rothschild, O'Brien, & Frankel, corporate
                counsel to the Corporation

Exhibit 23(a)   Consent of Ernst & Young LLP

Exhibit 23(b)   Consent of Fox, Rothschild, O'Brien & Frankel
                (included as part of Exhibit 5)

Exhibit 99(a)*  Annual Report on Form 10-K for the fiscal year ended
                December 31, 1995

Exhibit 99(b)   Univest 1996 Employee Stock Purchase Plan introductory
                letter to Employees

Exhibit 99(c)** Univest 1996 Employee Stock Purchase Plan

Exhibit 99(d)   Univest 1996 Employee Stock Purchase Plan Enrollment
                Form

 *.. Incorporated by reference (File No. 0-7617)
**.. Incorporated by reference (Plan filed in detail within the definitive
                                proxy which was filed electronically on 
                                March 7, 1996.)

Item 9.  Undertakings

The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

          (i)  To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement;

          (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that paragraphs (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Sections 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

     (4)  That, for the purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liability under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by such final adjudication of such issue.

                           SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-
8 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the Borough of
Souderton, Commonwealth of Pennsylvania, on March 27, 1996.

                              UNIVEST CORPORATION OF PENNSYLVANIA

                              By:  Merrill S. Moyer
                                   Title:  Chairman and President

     Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Capacity                      Date
MERRILL S. MOYER              Chairman, President           3/27/96
Principal Executive Officer   and Director

WALLACE H. BIELER             Senior Vice President and     3/27/96
Principal Financial and       Chief Financial Officer
Accounting Officer

JAMES L. BERGEY               Director                      3/27/96

HAROLD M. MININGER            Director                      3/27/96

CHARLES H. HOEFLICH           Director                      3/27/96

NORMAN G. GOOD                Director                      3/27/96

THOMAS K. LEIDY               Director                      3/27/96

JULES PEARLSTINE, ESQ         Director                      3/27/96

P. GREGORY SHELLY             Director                      3/27/96

R. LEE DELP                   Director                      3/27/96
The Plan.  Pursuant to the requirements of the Securities Act of
1933, the trustees (other than persons who administer the employee
benefit plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the Borough of Souderton, Commonwealth of Pennsylvania, on March 27,
1996.

                              UNIVEST 1996 EMPLOYEE STOCK PURCHASE
                              PLAN

                              By:  CHARLES H. HOEFLICH
                                   Administrative Committee Member

                              By:  JAMES L. BERGEY
                                   Administrative Committee Member

                              By:  THOMAS K. LEIDY
                                   Administrative Committee Member

                              By:  HAROLD M. MININGER,
                                   Administrative Committee Member
EXHIBIT INDEX
                                                                  Page
Exhibit 3(a)        Articles of Incorporation of the             17-21
                    Corporation as amended through April 21,
                    1994

Exhibit 3(b)        Amended By-Laws of the Corporation           22-43

Exhibit 5           Opinion of Fox, Rothschild, O'Brien          44-45
                    & Frankel
                    corporate counsel to the Corporation

Exhibit 23(a)       Consent of Ernst & Young LLP                 46

Exhibit 23(b)       Consent of Fox, Rothschild, O'Brien 
                    & Frankel
                    (included in part of Exhibit 5)

Exhibit 99(a)*      Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1995

Exhibit 99(b)       Univest 1996 Employee Stock Purchase Plan     47
                    introductory letter to Employees

Exhibit 99(c)**     Univest 1996 Employee Stock Purchase Plan

Exhibit 99(d)       Univest 1996 Employee Stock Purchase Plan     48
                    Enrollment Form

* .. Incorporated by reference (File No. 0-7617)
**.. Incorporated by reference (Plan filed in detail within the
                                definitive proxy which was
                                electronically filed on March 7, 1996)