UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      8-K





CURRENT
      REPORT





Pursuant
      to Section 13 or 15(d) of the Securities Exchange Act of 1934





Date
                of Report (Date of Earliest Event Reported):
            May
                15, 2007











**East
      Penn Financial
      Corporation**





(Exact
      name of registrant as specified in its charter)





Pennsylvania
                0-50330
                65-1172823(State
                    or other jurisdiction
                (Commission
                (I.R.S.
                    Employerof
                    incorporation)
                File
                    Number)
                Identification
                    No.)22
                    South 2nd
                    Street, P.O. Box 869, Pennsylvania
                
                18049(Address
                    of principal executive offices)
                
                (Zip
                    Code)











Registrant’s
                telephone number, including area code:
            (610)965-5959








Not
      Applicable





Former
      name or former address, if changed since last report


Check
        the
        appropriate box below if the Form 8-K filing is intended to simultaneously
        satisfy the filing obligation of the registrant under any of the following
        provisions (see General Instruction A.2. below):


o
        Written communications
        pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


ý
        Soliciting material
        pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o
        Pre-commencement
        communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
        240.14d-2(b))


o
        Pre-commencement
        communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
        240.13e-4(c))














**Section
        1 - Registrant’s Business and Operations Item**





**1.01
        Entry into a Material Definitive Agreement.**





On
        May
        15, 2007, Harleysville National Corporation (“HNC”) reached a definitive
        agreement to acquire East Penn Financial Corporation and its wholly owned
        subsidiary, East Penn Bank, a $451 million bank offering deposit and lending
        services throughout the Lehigh Valley, PA.  Headquartered and founded
        in Emmaus, PA in 1990, East Penn Bank has nine banking offices located in
        Lehigh, Northampton and Berks Counties.  The total value of the
        transaction is estimated at $92.7 million or $14.50 per share of East Penn
        Financial stock, although actual value will depend on several factors, including
        the price of HNC stock, but will not be less than $13.52 per share ($86.3
        million) or greater than $15.48 per share ($99.1 million).  Under
        terms of the Merger Agreement, each shareholder of East Penn Financial
        Corporation may elect to receive cash, or to exchange their shares for HNC
        shares, or a combination of both.  The amount of final per share
        consideration is based on a formula that is determined by the average per
        share
        value of HNC stock during the twenty day period ending eleven days prior
        to
        closing.  The consideration is subject to election and allocation
        procedures designed to ensure that the cash portion is $50,284,000 but in
        any
        event not greater than 60% of the dollar value of the merger
        consideration.  The parties have agreed that the allocation of HNC
        common stock and cash will be such that the East Penn Financial Corporation
        shareholders will not recognize gain or loss for Federal income tax purposes
        on
        those East Penn Financial shares that are exchanged for HNC common stock
        in the
        merger.  It is currently anticipated that the acquisition, which is
        subject to state and federal regulatory approval, approval by the shareholders
        of East Penn Financial Corporation and other customary conditions to closing,
        will most likely be completed in the fall of 2007.





As
        part
        of the agreement, East Penn Bank will continue to operate under the East
        Penn
        name and logo, and will become a division of Harleysville National Bank (“HNB”),
        a banking subsidiary of HNC.  Nine of HNB’s existing branches will
        also be transferred to the East Penn division including those in Lehigh,
        Carbon,
        Monroe, and Northampton Counties.





Pursuant
        to the Merger Agreement, HNC and East Penn Financial Corporation agreed that
        Brent Peters, Chairman of the Board, President and Chief Executive Officer
        of
        East Penn Financial Corporation, will continue with HNC upon closing of the
        merger, as an executive officer and President of the East Penn Bank division
        to
        be established by HNB.  It was also agreed that he will join the HNC
        and HNB Boards of Directors at closing of the merger.  At that time, a
        new East Penn Division advisory board will be formed with the directors of
        East
        Penn Financial Corporation.





The
        following disclosure is made in accordance with Rule 165 of the Securities
        and
        Exchange Commission:





Harleysville
        National Corporation and East Penn Financial Corporation will be filing
        documents concerning the merger with the Securities and Exchange Commission,
        including a registration statement on Form S-4 containing a prospectus/proxy
        statement, which will be distributed to shareholders of East Penn Financial
        Corporation. Investors are urged to read the registration statement and the
        proxy statement/prospectus regarding the proposed transaction when it becomes
        available and any other relevant documents filed with the SEC, as well as
        any
        amendments or supplements to those documents, because they will contain
        important information. Investors will be able to obtain a free copy of the
        proxy
        statement/prospectus, as well as other filings containing information about
        Harleysville National Corporation and East Penn Financial Corporation, free
        of
        charge on the SEC's Internet site (www.sec.gov), by contacting Harleysville
        National Corporation, 483 Main Street, Harleysville, PA 19438 (Telephone
        No.
        (215) 256-8851 or by contacting East Penn Financial Corporation at 22 South
        2nd
        Street, P.O. Box 869, Emmaus, PA 18049, Telephone No. (610) 965-5959. Directors
        and executive officers of East Penn Financial Corporation may be deemed to
        be
        participants in the solicitation of proxies from the shareholders of East
        Penn
        Financial Corporation in connection with the merger. Information about the
        directors and executive officers of East Penn Financial Corporation and their
        ownership of East Penn Financial Corporation common stock is set forth in
        East
        Penn Financial Corporation's proxy statement for its 2007 annual meeting
        of
        shareholders and can be obtained from East Penn Financial Corporation.
        Additional information regarding the interests of those participants may
        be
        obtained by reading the prospectus/proxy statement regarding the proposed
        merger
        transaction when it becomes available. INVESTORS SHOULD READ THE
        PROSPECTUS/PROXY STATEMENT AND OTHER DOCUMENTS TO BE FILED WITH THE SEC
        CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.





**Item
        7.01 Regulation FD Disclosure.**





On
        May
        16, 2007, Harleysville National Corporation and East Penn Financial Corporation
        issued a joint press release announcing the signing of a definitive agreement
        for HNC to acquire East Penn Financial Corporation and East Penn Bank (as
        discussed in Item 1.01 hereof).  A copy of the press release is
        furnished herewith as Exhibit 99.1.








2





**Item
        9.01 Financial Statements and Exhibits.**





(d)
              Exhibits





99.1
              Joint
                  press release, dated May 16, 2007, of Harleysville National Corporation
                  and East Penn Financial Corporation announcing the signing of a
                  definitive
                  agreement for HNC to acquire East Penn Financial Corporation and
                  East Penn
                  Bank, furnished herewith.

















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**SIGNATURES**





Pursuant
        to the requirements of the Securities Exchange Act of 1934, the Registrant
        has
        duly caused this report to be signed on its behalf by the undersigned hereunto
        duly authorized.








Dated:
                May 16, 2007
            East
                  Penn Financial Corporation
              
              /s/
                  Theresa M. Wasko
              Theresa
                  M. Wasko, Treasurer and Chief Financial Officer








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**EXHIBIT
      INDEX**


**PAGE
                NO. IN****MANUALLY
                SIGNED****EXHIBIT
                NO.**
            
            **ORIGINAL**99.1
            Joint
                press release, dated May 16, 2007, of East Penn Financial
                Corporation.
            6











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