UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      8-K/A





Amendment
      No. 1





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.





A
        copy of the Merger Agreement is
        attached hereto as Exhibit 2.1 and is incorporated herein by
        reference.





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





2.1
              Merger
                  Agreement by and among Harleysville National Corporation, East
                  Penn
                  Financial Corporation and East Penn Bank dated as of May 15,
                  2007.





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. (1)





(1)  Filed
        with the Registrant’s original Current Report on Form 8-K, filed May 17,
        2007














3


**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 22, 2007
            East
                  Penn Financial Corporation
              
              /s/
                  Theresa M. Wasko
              Theresa
                  M. Wasko, Treasurer and Chief Financial Officer





























4


**EXHIBIT
      INDEX**


**PAGE
                NO. IN****MANUALLY
                SIGNED****EXHIBIT
                NO.**
            
            **ORIGINAL**2.1
            Merger
                Agreement by and among Harleysville National Corporation, East Penn
                Financial Corporation and East Penn Bank  dated as of May 15,
                2007.
            699.1
            Joint
                press release, dated May 16, 2007,  of East Penn Financial
                Corporation.
            Previously
                Filed










5