As filed with the Securities and
Exchange Commission on February 23, 2006              Registration No. 333-02509
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                   POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       UNIVEST CORPORATION OF PENNSYLVANIA
             (Exact name of Registrant as specified in its charter)

                 PENNSYLVANIA                               23-1886144
       -------------------------------                 ------------------
       (State or other jurisdiction of                 (I.R.S. Employer
        incorporation or organization)                 Identification No.)


                       UNIVEST CORPORATION OF PENNSYLVANIA
                              14 NORTH MAIN STREET
                                 P.O. BOX 64197
                               SOUDERTON, PA 18964
                                 (215) 721-2400
               (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)

                               WILLIAM S. AICHELE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                       UNIVEST CORPORATION OF PENNSYLVANIA
                              14 NORTH MAIN STREET
                                 P.O. BOX 64197
                               SOUDERTON, PA 18964
                                 (215) 721-2400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With Copies To:
                          NICHOLAS BYBEL, JR., ESQUIRE
                              ERIK GERHARD, ESQUIRE
                             SHUMAKER WILLIAMS, P.C.
                               POST OFFICE BOX 88
                         HARRISBURG, PENNSYLVANIA 17108
                                 (717) 763-1121

Approximate date of commencement of proposed sale to the public: as soon as
practicable after the effective date of the Registration Statement.

      If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |X|





      If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |_|

      If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

      If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

      If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. |_|

      If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box |_|



                                CALCULATION OF REGISTRATION FEE

Title of Each Class        Amount           Proposed Maximum          Proposed Maximum          Amount of
of Securities to           to be            Offering Price            Aggregate                 Registration
be Registered              Registered       Per Share(1)              Offering Price (1)        Fee(2)
------------------------------------------------------------------------------------------------------------
                                                                                    
Common Stock,
without par value          500,000          $ 30.875                  $ 15,437,500              $ 5,323.28
------------------------------------------------------------------------------------------------------------


      (1)   Estimated solely for the purpose of determining the registration
            fee. Based upon the average bid and asked price of the Common Stock
            as of April 11, 1996.

      (2)   Previously paid in connection with the original filing of this
            registration statement.




                                   PROSPECTUS


AMENDED AND RESTATED PROSPECTUS
(To Prospectuses dated April 10, 1996 and June 23, 2004)


                               [GRAPHIC OMITTED]
                                    UNIVEST
                          CORPORATION OF PENNSYLVANIA

              -----------------------------------------------------
              UNIVEST DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
              -----------------------------------------------------


                        1,968,750 SHARES OF COMMON STOCK


                                 PAR VALUE $5.00

      The Univest  Dividend  Reinvestment  and Stock  Purchase Plan (the "Plan")
described  herein offers the holders of common stock,  par value $5.00 per share
(the "Common Stock"), of Univest Corporation of Pennsylvania (the "Corporation")
an opportunity  to  automatically  reinvest their  dividends in shares of Common
Stock.  This Plan also provides  each  shareholder  participating  in the Plan a
convenient  and  economical way to  voluntarily  purchase  additional  shares of
Common Stock within the limitations provided in the Plan.


      Shares  acquired  for the Plan will be  purchased  on The NASDAQ  National
Market System on which Univest common stock trades. The purchase price of shares
purchased  on The  NASDAQ  National  Market  System  will be the  average  price
actually paid for the shares (excluding brokerage  commissions) at the time such
shares  are  purchased.   The  purchase  price  of  shares  purchased  from  the
Corporation will be the average of the closing prices per share for the ten (10)
trading  days  preceding  the  dividend  payment date as reported by one or more
firms  selected  by the Plan  Administrator.  Shareholders  who do not  elect to
participate in the Plan will receive  dividends,  as declared and paid, by check
or advice of credit to their accounts.


      Dividends,  if and when declared,  will be reinvested and shareholders may
participate with respect to all or any portion of their Common Stock. Additional
voluntary  cash  payments may not be less than $100.00 per payment or total more
than $5,000.00 per quarter. To purchase shares,  voluntary cash payments must be
received (and if by check or draft,  receipt means  cleared) no earlier than the
thirty (30)  calendar days and no later than five (5) business days prior to the
corresponding dividend payment date. There are no fees or broker commissions for
reinvesting dividends and purchasing additional shares through the optional cash
payment program.

      Complete  details  of the  Plan  are  provided  in this  Prospectus,  in a
question and answer format. You are encouraged to read it carefully. If you have
any additional questions,  please call the Plan Administrator at (215) 799-2945.
It is recommended that this Prospectus be retained for future reference.

      An investment in Common Stock held in the Plan account has the same market
risks as an investment in Common Stock held in  certificate  form.  Participants
bear the risk of loss  (and  receive  benefit  of gain)  occurring  by reason of
fluctuations in the market price of the Common Stock held in the Plan account.

            -------------------------------------------------------

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATIONS TO THE CONTRARY IS
A CRIMINAL OFFENSE. PLEASE READ THE "RISK FACTORS" OUTLINED ON PAGE 3.

             -------------------------------------------------------
                The date of this Prospectus is February 23, 2006.




                              AVAILABLE INFORMATION

      The  Corporation  is  subject  to the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith, files reports, proxy statements and other information with
the Securities  and Exchange  Commission  ("SEC").  Information as of particular
dates  concerning  directors and executive  officers,  their  compensation,  the
principal  holders of securities of the Corporation and any material interest of
such  persons  in  transactions  with  the  Corporation  is  disclosed  in proxy
statements  distributed to  shareholders  of the  Corporation and filed with the
SEC. Such reports,  proxy statements and other  information can be inspected and
copies  obtained  at the  Public  Reference  Section of the SEC at 100 F Street,
N.E.,  Washington,  DC 20549, and at the SEC's regional offices at 233 Broadway,
New York, NY 10279, and at 701 Market St. Philadelphia,  PA 19106-1532.  You may
also call the SEC at 1-800-SEC-0330.  In addition,  our filings are available at
the  SEC's   website  at   http://www.sec.gov   and  on  Univest's   website  at
http://www.univest.net.  The Common  Stock of the  Corporation  is traded in the
NASDAQ National Market under the symbol "UVSP."

      This  Prospectus  constitutes a part of a Registration  Statement filed by
the  Corporation  with the SEC under the Securities Act of 1933, as amended (the
"Securities Act"),  relating to the Common Stock offered hereby. This Prospectus
omits certain of the information  contained in the Registration  Statement,  and
reference  is  hereby  made to the  information  contained  in the  Registration
Statement  and to the exhibits  relating  thereto for further  information  with
respect to the Corporation  and the Common Stock offered hereby.  Any statements
contained  herein  concerning the provisions of any document are not necessarily
complete,  and in each  instance  reference is made to the copy of such document
filed as an exhibit to the  Registration  Statement or otherwise  filed with the
Commission. Each such statement is qualified in its entirety by such reference.

      No  person  has been  authorized  to give any  information  or to make any
representation  not  contained in this  Prospectus  and, if given or made,  such
information  or  representation  should  not  be  relied  upon  as  having  been
authorized.  This  Prospectus  does  not  constitute  an  offer  to  sell,  or a
solicitation  of an offer  to  purchase,  any of the  securities  to which  this
Prospectus  relates  in any  jurisdiction  to or from any  person  to whom it is
unlawful to make such an offer or  solicitation  in such  jurisdiction.  Neither
delivery of this  Prospectus nor any sale of securities to which this Prospectus
relates shall,  under any  circumstances,  create any implication that there has
been no change in the affairs or  condition  of the  Corporation  since the date
hereof  or that the  information  contained  herein  is  correct  as of any time
subsequent to the date hereof.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following  documents  filed with the SEC pursuant to Section 13 of the
Exchange Act by the  Corporation  (File No. 0-7617) are  incorporated  herein by
reference:


      1.    The  Corporation's  Annual  Report on Form  10-K for the year  ended
            December 31, 2004.
      2.    The  Corporation's  Quarterly  Reports on Form 10-Q for the quarters
            ended March 31, 2005, June 30, 2005, and September 30, 2005.
      3.    The  Corporation's  current  reports on Form 8-K dated  November 25,
            2005,  November 29, 2005 and December 1, 2005.
      4.    The  description of the  Corporation's  Common Stock  contained in a
            registration statement on form S-14 dated March 1, 1973.


      All reports filed by the Corporation  pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this  Prospectus and prior to the
termination  of the offering made hereby shall be deemed to be  incorporated  by
reference in this  Prospectus and to be a part hereof 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.




      THE  CORPORATION  UNDERTAKES TO PROVIDE  WITHOUT  CHARGE TO EACH PERSON TO
WHOM THIS  PROSPECTUS IS DELIVERED,  INCLUDING ANY BENEFICIAL  OWNER,  UPON SUCH
PERSONS WRITTEN OR ORAL REQUEST, A COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED
ABOVE UNDER  "INCORPORATION  OF CERTAIN  DOCUMENTS BY  REFERENCE."  SUCH REQUEST
SHOULD BE DIRECTED TO: ATTENTION:  CORPORATE  SECRETARY,  UNIVEST CORPORATION OF
PENNSYLVANIA, 14 N. MAIN STREET, P.O. BOX 64197, SOUDERTON, PA 18964.


                                 THE CORPORATION


      The  Corporation,  a  Pennsylvania  business  corporation,  is a financial
holding company  registered with and supervised by the Board of Governors of the
Federal  Reserve  System.  The Corporation was formed on January 3, 1973, and is
the holding company of Univest National Bank and Trust Co. ("Univest National"),
Univest Insurance, Inc., Univest Investments,  Inc., Univest Realty Corporation,
Univest Delaware,  Inc., Univest Reinsurance Company, and Delview,  Inc. As used
herein, the "Corporation"  refers to Univest Corporation of Pennsylvania and its
subsidiaries.


      Univest National is a full-service  commercial bank with trust powers, and
provides a wide range of banking  and  financial  services  to  individuals  and
businesses.

      The  Corporation's  principal  executive offices are located at 14 N. Main
Street, Souderton, PA. Its mailing address is 14 N. Main Street, P.O. Box 64197,
Souderton, PA 18964, and its telephone number is (215) 721-2400.

                                  RISK FACTORS


      The purpose of the plan is to provide a convenient  and useful service for
the  Corporation's  shareholders.   Nothing  in  this  Prospectus  represents  a
recommendation  by the Corporation or anyone else that an individual buy or sell
Corporation Common Stock. We urge you to read this Prospectus  thoroughly before
you make your investment decision regarding participation in the plan.

      Before you invest,  you should be aware than an  investment  in our Common
Stock involves a variety of risks,  including those described  below. You should
carefully  read and consider  these risk  factors,  together  with all the other
information contained in this Prospectus,  before you decide whether to purchase
Corporation Common Stock.

Issuance of Additional Shares of Common Stock

      The Corporation's  Articles of Incorporation  authorize the issuance of up
to 48 million  shares of Common Stock.  The issuance of additional  stock within
these limits may not require  prior  shareholder  approval.  Sales of additional
shares of  Common  Stock,  or the  perception  that  shares  may be sold,  could
possibly  depress  the  market  price of the  Corporation's  Common  Stock.  The
issuance  of  additional  shares  could  also  dilute the  percentage  ownership
interest and corresponding voting power of the prior shareholders.

Regulatory Restrictions Affecting Dividend Payments

      Our ability to pay  dividends to our  shareholders  is also subject to and
limited by certain legal and regulatory restrictions.

Anti-takeover Provisions

      Our Articles of Incorporation  and Bylaws contain certain  provisions that
enhance the ability of our Board of Directors  to deal with  attempts to acquire
control  of  our  company.  In  addition,   Pennsylvania  law  contains  certain
anti-takeover provisions that apply to us. While these provisions may provide us
with  flexibility  in managing our  business,  they could  discourage  or make a
merger,  tender offer,  or proxy  contest more  difficult,  even though  certain
shareholders may wish to participate in the transaction.  These provisions could
also potentially depress the market price of the Common Stock.

Our Ability to Compete Effectively

      We face  substantial  competition in all phases of our  operations  from a
variety of different  competitors.  Our future growth and success will depend on
our ability to compete  effectively in this highly competitive  environment.  We
compete for loans,  deposits,  and other  financial  services in our  geographic
market  with other  financial  services  providers  and various  other  non-bank
competitors.





Changes in Laws and Regulations

      We are subject to extensive state and federal  supervision and regulation.
These laws and regulations are intended to protect depositors, not shareholders.
Any  substantial  change in applicable  laws or regulations  may have a material
effect on our business and prospects.  We cannot predict the nature or extent of
the effect of such changes on our business or earnings in the future.

Changes in Interest Rates

      Our  profitability  is  dependent  to a large  extent on our net  interest
income. Like most financial institutions,  we are affected by changes in general
interest rate levels and by other economic factors beyond our control.  Although
our management  believes it has  implemented  strategies to reduce the potential
effects  of  changes  in  interest  rates  on our  results  of  operations,  any
substantial and prolonged change in market interest rates could adversely affect
our operating results.

The Allowance for Loan Losses

      Lending  money is a substantial  part of our  business,  and every loan we
make carries a certain risk of non-payment. Although we evaluate every loan that
we make against our underwriting  criteria,  we may experience losses by factors
beyond our control.  Therefore, we cannot assure you that our allowance for loan
losses will be sufficient to absorb actual loan losses.

Loans Secured by Real Estate

      A significant  portion of our loan portfolio  consists of residential  and
commercial  mortgages  secured by real estate in our market area. If real estate
prices decline in Eastern Pennsylvania,  due to changes in national, regional or
local economic conditions, fluctuations in interest rates and loan availability,
changes  in the tax  laws  and  other  governmental  statutes,  regulations  and
policies,  and acts of nature, the value of the collateral  securing these loans
could be reduced.  This reduction in collateral  value could increase the number
of  non-performing  loans  and  could  have a  material  negative  impact on our
financial performance.

Common Stock - Plan Accounts

         You do not have control or authority to direct the price or time at
which Common Stock is purchased or sold for plan accounts and must bear the
market risk associated with fluctuations in the price of Common Stock. The Plan
Administrator will allocate shares purchased to four (4) decimal places;
therefore, there will likely always be a partial share in your plan account.
This practice allows maximum investment of your dividends.

      The plan does not represent a change in the Corporation's dividend policy,
which  will  continue  to  depend  upon   earnings,   financial  and  regulatory
requirements   and  other   factors,   and  which  will  be  determined  by  the
Corporation's Board of Directors from time to time. Shareholders who do not wish
to  participate in this plan will continue to receive cash dividends when and as
declared. The Corporation cannot provide any assurance whether, or at what rate,
it will continue to pay dividends.


          DESCRIPTION OF DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

      The following  questions and answers describe the Plan. A copy of the Plan
has  been  filed as an  exhibit  to the  Registration  Statement  of which  this
Prospectus is a part.

PURPOSE

      1. WHAT IS THE PURPOSE OF THE PLAN?

      The Plan provides the holders of record of the Corporation's  Common Stock
(beneficial owners of shares of the Corporation's  Common Stock whose shares are
registered in names other than their own must become  shareholders  of record by
having the  shares  transferred  into their  names,  or they may  request  their
holders of record to  participate  on their behalf) who elect to  participate in
the Plan  ("Participants") with an attractive and convenient method of investing
cash  dividends  and  voluntary  cash  payments  in  additional  shares  of  the
Corporation's Common Stock without payment of any brokerage commissions, service
charges or other expenses. To the extent that such shares are purchased directly
from the  Corporation  under the Plan, the Corporation  will receive  additional
funds  for  its  general  corporate  purposes.  (See  "USE OF  PROCEEDS").  EACH
PARTICIPANT   SHOULD  RECOGNIZE  THAT  NEITHER  THE  CORPORATION  NOR  THE  PLAN
ADMINISTRATOR  (SEE NO. 3 BELOW) CAN PROVIDE ANY ASSURANCE THAT SHARES PURCHASED
UNDER THE PLAN WILL,  AT ANY  PARTICULAR  TIME, BE WORTH MORE OR LESS THAN THEIR
PURCHASE PRICE.


FEATURES

      2. WHAT ARE THE FEATURES OF THE PLAN?


      o     Participants  will have the cash  dividends  paid on their shares of
            the  Corporation's  Common Stock credited to their account under the
            Plan   automatically   reinvested  in   additional   shares  of  the
            Corporation's  Common Stock,  without payment of any service charges
            or brokerage commissions.

      o     Participants  may invest in additional  shares of the  Corporation's
            Common Stock by making  voluntary cash payments  without  payment of
            any service charges or brokerage commissions.

      o     Participants  will  obtain  full  investment  of cash  dividends  or
            voluntary cash payments,  because fractional shares as well as whole
            shares are credited to Participants'  accounts under the Plan. Also,
            dividends  will  be  paid  on  fractional  shares  when  held  in  a
            Participant's account under the Plan.

      o     Participants  will avoid  cumbersome  safekeeping and  recordkeeping
            costs through free custodial and reporting services  associated with
            participation in the Plan.


ADMINISTRATION

      3. WHO ADMINISTERS THE PLAN?

      The Trust  Department of Univest National Bank and Trust Co. or such other
entity   appointed  by  the   Corporation   will   administer  the  Plan  ("Plan
Administrator").  The Plan  Administrator's  duties  include  sending  quarterly
statements  of accounts to  Participants  and  performing  other  administrative
duties relating to the Plan.  Shares purchased for a participant  under the Plan
will be held by the Plan  Administrator  and  registered in the name of the Plan
Administrator or its nominee.

      All notices,  questions or other communications  relating to the Plan must
include the  Participant's  account  number,  tax  identification  number and be
addressed to the Plan Administrator's designated place of business. For example:

                                Trust Department
                       Univest National Bank and Trust Co.
                        Plan administrator of the Univest
                  Dividend Reinvestment and Stock Purchase Plan
                                  Univest Plaza
                                14 N. Main Street
                                 P.O. Box 64197
                               Souderton, PA 18964

      Participants  who have  questions  regarding the Plan may also contact the
Plan Administrator at (215) 799-2945,  requesting the Dividend  Reinvestment and
Stock Purchase Plan liaison.

4. WHO INTERPRETS THE PLAN?

      The  Corporation  has the  authority to interpret  the Plan, to prescribe,
amend and rescind  rules and  regulations  relating to it, and to make all other
determinations   deemed  necessary  or  advisable  in  administering  the  Plan,
including those necessary to prevent any abuse.



PARTICIPATION

      5.    WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?

      Generally,  holders of record of the  Corporation's  Common  Stock will be
eligible to participate in the Plan. Upon electing to  participate,  such record
holders will be "Participants."

      6.    HOW DOES AN ELIGIBLE SHAREHOLDER BECOME A PARTICIPANT IN THE PLAN?

      Any eligible  shareholder may elect to participate in the Plan at any time
by  completing  and signing an  authorization  form  ("Authorization  Form") and
returning it to the Plan Administrator.  A postage-prepaid  envelope is provided
with the  Authorization  Form  for  that  purpose.  Authorization  Forms  may be
obtained from the Plan  Administrator  or you may access it through our Investor
Relations  website  at   www.Univest.net.   A  properly   completed  and  signed
Authorization  Form must be  received at least five (5)  business  days before a
dividend  record  date in order for the  dividends  payable to  shareholders  of
record on that date to be reinvested in the Corporation's Common Stock under the
Plan.

      Traditionally,  dividends  declared  on  the  Corporation's  Common  Stock
generally  have been paid on the first  business  day of the months of  January,
April,  July and October,  and the record date for each such dividend  generally
has been the first Tuesday of the months of March, June, September and December.
The  Corporation's  board of  directors  reserves  the right to change  dividend
record and payment dates, if and when dividends are declared.

      7.    DOES A  SHAREHOLDER  HAVE TO AUTHORIZE  DIVIDEND  REINVESTMENT  ON A
            MINIMUM NUMBER OF SHARES?

      No.  There are no  minimum  share  requirements.  Holders of record of the
Corporation's Common Stock may elect to have the dividends on all or any portion
of their shares reinvested under the Plan by submitting written  instructions as
to the number of shares which are to participate in the Plan on their  completed
Authorization Form to the Plan  Administrator.  There will be no extra charge to
the shareholder for choosing partial participation in the Plan.


      8.    MAY A PARTICIPANT CHANGE THE NUMBER OF SHARES SUBJECT TO THE PLAN?

      Yes. A participant  may change the number of shares subject to the Plan at
any time by submitting a written request to the Plan  Administrator.  The change
will be effective with respect to the first dividend payment date after the date
of change has been received,  provided that the notice of change was received at
least five (5) business  days before its dividend  record date.  Otherwise,  the
change will be effective as of the second dividend payment date.

PURCHASES


      9.    HOW ARE THE SHARES OF THE  CORPORATION'S  COMMON STOCK  ACQUIRED FOR
            PURPOSES OF THE PLAN?

      Cash  dividends  payable  on the  Corporation's  Common  Stock  elected by
Participants  to be subject to the Plan will be paid to the Plan  Administrator,
less  any  amount  withheld  by the  Corporation  for  applicable  taxes at your
request.  The Plan  Administrator will use these amounts to purchase shares from
authorized but unissued (including  treasury,  if available) Common Stock of the
Corporation as agent,  or on The NASDAQ National Market System by an independent
stock  purchasing  agent,  in  the  sole  discretion  of the  Corporation.  Each
Participant's  account  will be credited  with that number of shares,  including
fractions computed to four (4) decimal places, equal to the total amount of cash
dividends and  voluntary  cash  payments  invested,  and divided by the purchase
price.

      10.   WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?


      Cash  dividends and  voluntary  cash payments will be used to purchase the
Corporation's  Common Stock as soon as reasonably  possible after the applicable
dividend  date,  but not more than  thirty (30)  calendar  days after such date,
except where  completion  at a later date is  necessary  or advisable  under any
applicable securities laws.


      11.   AT WHAT PRICE WILL  SHARES OF COMMON  STOCK BE  PURCHASED  UNDER THE
            PLAN?

      The purchase  price per share of Common Stock  purchased  with  reinvested
dividends and voluntary cash payments under the Plan after any dividend  payment
date will be equal to its Market  Value.  Market Value  means:  (a) where Common
Stock of the  Corporation  is  purchased  in the open  market  or in  negotiated
transactions  for the Plan,  the  average  price  actually  paid for the  shares
(excluding brokerage commissions, if any) at the time such shares are purchased,
or  (b)  where  treasury  or  authorized  and  unissused  Common  Stock  of  the
Corporation  is used,  the average of the  closing  prices per share for the ten
(10) trading days  preceding the relevant  dividend  payment date as reported by
one or more firms selected by the Plan Administrator.





      12.   HOW MANY SHARES OF  CORPORATION  COMMON STOCK WILL BE PURCHASED  FOR
            PARTICIPANTS?


      The number of shares  purchased  for each  Participant  will depend on the
amount of dividends to be reinvested,  voluntary  cash  payments,  or both, in a
Participant's  account  and the  applicable  purchase  price of the  Corporation
Common Stock.


      13.   WILL DIVIDENDS ON SHARES HELD IN A PARTICIPANT'S  ACCOUNT BE USED TO
            PURCHASE ADDITIONAL SHARES UNDER THE PLAN?


      Yes. If and when the Corporation  declares  dividends to holders of record
of shares of the Corporation's  Common Stock, the Plan Administrator will credit
each  Participant's  account with such  dividends,  and all such dividends will,
unless  the  Participant  directs  otherwise  be  automatically   reinvested  in
additional shares of the Corporation's  Common Stock,  thereby  compounding each
Participant's   investment.   Fractional  shares  held  under  the  Plan  for  a
Participant's  account will receive  dividends in the same way as whole  shares,
but in proportion to the size of the fractional share.

COSTS


      14.   ARE THERE ANY EXPENSES TO  PARTICIPANTS IN CONNECTION WITH PURCHASES
            UNDER THE PLAN?


      No. Participants will not be obligated to pay any brokerage commissions or
other charges with respect to purchases of the Corporation's  Common Stock under
the Plan.

      A Participant who requests that the Plan  Administrator sell shares of the
Corporation's  Common Stock held in the  Participant's  account in the Plan will
incur a service fee as determined  by the  Corporation,  and any brokerage  fees
incurred in connection with such sale. All other costs of  administration of the
plan will be paid by the Corporation.

VOLUNTARY CASH PAYMENTS


      15.   WHO WILL BE ELIGIBLE TO MAKE VOLUNTARY CASH PAYMENTS?


      All holders of record of the Corporation's  Common Stock who elect to have
dividends  reinvested  in  accordance  with the  provisions of the Plan may also
elect to make  voluntary  cash  payments to the Plan for purposes of  purchasing
additional shares of the Corporation's Common Stock under the Plan.

      16.   WHAT ARE THE LIMITATIONS ON VOLUNTARY CASH PAYMENTS?


      Voluntary  cash  payments  will  be  accepted  for  investment  for  those
shareholders  who are Participants in the Dividend  Reinvestment  Plan as of the
record date,  which generally has been the first Tuesday of the months of March,
June, September, and December. The cash payment must be received (if by check or
draft,  received means cleared) no earlier than thirty (30) calendar days and no
later than five (5) business days to the  corresponding  dividend  payment date,
which generally has been the first business day of the months of January, April,
July, and October.  Adequate time for the checks and other drafts to clear prior
to  the  corresponding  dividend  payment  date  must  be  considered.   Because
Participants will not be credited with interest on their voluntary cash payments
prior to  investment  and  because the Plan  Administrator  is  prohibited  from
holding such  voluntary  cash  payments  for  extended  periods of time prior to
investing  them,  we strongly  encourage  Participants  to submit cash  payments
within the timeframe  described  above.  Voluntary cash payments may not be less
than $100 per payment nor total more than $5,000 per quarter.





      17.   HOW DOES THE VOLUNTARY CASH PAYMENT OPTION WORK?


      A voluntary  cash  payment may be made by enclosing a check or money order
with the executed  Authorization  Form (for new Participants) or by forwarding a
check or money order to the Plan  Administrator with the payment form which will
accompany  each  statement  of  account.  Checks and money  orders  must be made
payable to:  Univest  National  Bank and Trust Co.,  Plan  Administrator  of the
Univest  Dividend   Reinvestment  and  Stock  Purchase  Plan,  and  include  the
Participant's  account  number and taxpayer  identification  number.  Additional
payment forms may be obtained from the Plan  Administrator or online through our
Investor Relations website at www.Univest.net.

      Any voluntary cash payment received by the Plan  Administrator  within the
period  described  in No. 16 above will be applied to the  purchase of shares of
the Corporation's Common Stock on the following dividend payment date at a price
determined  in accordance  with the  provisions of the Plan. No interest will be
paid on voluntary  cash  payments  held by the Plan  Administrator  prior to the
dividend payment date.

REPORTS TO PARTICIPANTS


      18.   WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?


      The Plan Administrator  maintains a separate account for each Participant.
Each Participant will receive a statement of account subsequent to each dividend
payment date describing cash dividends and voluntary cash payments received, the
number of shares purchased, the price per share and the total shares accumulated
under the Plan. These  statements will provide a continuing  record of the dates
and cost of purchases on a quarterly basis and should be retained for income tax
purposes.  In addition,  each  Participant  will also receive the  Corporation's
annual and quarterly reports to shareholders,  notices of shareholder  meetings,
proxy  statements,  and  Internal  Revenue  Service  information  for  reporting
dividends paid and commission expenses paid on their behalf.

CERTIFICATE FOR SHARES


      19.   WILL  CERTIFICATES  BE  ISSUED  TO  PARTICIPANTS  FOR  SHARES OF THE
            CORPORATION'S COMMON STOCK PURCHASED FOR THEM UNDER THE PLAN?


      No. Shares of the Corporation's Common Stock purchased under the Plan will
be registered in the name of the Plan  Administrator or its nominee as agent for
Participants in the Plan.  Certificates for shares purchased for a Participant's
account  under the Plan  will not be issued  unless  the  Participant  withdraws
shares from his/her Plan account.  The Corporation  will not issue  certificates
for fractional shares.

WITHDRAWAL OF SHARES AND PLAN ACCOUNTS


      20.   HOW MAY A PARTICIPANT WITHDRAW SHARES PURCHASED UNDER THE PLAN?


      Participants may withdraw from further  participation in the Plan all or a
portion of the whole  shares of the Common  Stock  credited to their  account by
completing a "Withdrawal  Notification  Form" specifying the number of shares to
be withdrawn and  forwarding the form to the Plan  Administrator  at the address
shown in No. 3 above. The Plan  Administrator  will deliver to the Participant a
certificate  for the number of whole shares  withdrawn from the Plan.  Dividends
will no longer be reinvested for the withdrawn shares.  Any notice of withdrawal
received from a Participant less than five (5) business days before the dividend
record date will not be effective until the Participant's dividends paid on that
date have been reinvested and the shares credited to the Participant's account.


21.      MAY A PARTICIPANT ELECT TO HAVE THE WITHDRAWN SHARES SOLD?


      Yes. A Participant may request the Plan  Administrator  to sell the shares
being  withdrawn  from  his/her  account  under the Plan.  The  request  to sell
received from a  Participant  less than five (5) business days before a dividend
record date will not be effective until the Participant's dividends paid on that
date have been reinvested and the shares credited to the Participant's  account.
The Participant should specify in his Withdrawal Notification Form the number of
shares to be sold.



      The Plan  Administrator  will  assist only in the sale of a minimum of 100
shares, or in round lots of 100 shares,  unless the Participant is discontinuing
all  participation  in the Plan. The Plan  Administrator  will cause the sale of
such shares  within  thirty  (30)  calendar  days of receipt of the notice,  and
deliver  to the  Participant  a check for the  proceeds  of the  sale,  less any
brokerage commissions,  the then applicable service fees, applicable withholding
taxes,  and transfer  taxes incurred in connection  with the sale.  Requests for
shares  to be sold  must be signed by all  persons  in whose  names the  account
appears, with signatures guaranteed.


      Any  fractional   interest  withdrawn  will  be  liquidated  by  the  Plan
Administrator  on the basis of the last  closing  price of the  Common  Stock as
quoted by The NASDAQ  National  Market  System on the next business day on which
the Common  Stock is  trading  following  the day on which the  Common  Stock is
trading  following  the day on  which  the  withdrawal  request  is  effectively
processed by the Administrator  and a check issued for the proceeds thereof.  In
no case will certificates representing a fractional interest be issued.


      If a  Participant  withdraws all of the whole and  fractional  shares from
his/her account,  he/she will be treated as having  terminated  participation in
the Plan.

DISCONTINUATION OF DIVIDEND REINVESTMENT


      22.   HOW DOES A PARTICIPANT DISCONTINUE PARTICIPATION UNDER THE PLAN?


      Participants may terminate their  participation in the Plan at any time by
sending written notice to the Plan Administrator.  When a Participant terminates
his/her  participation in the Plan, the Plan  Administrator  will deliver to the
Participant a certificate for whole shares credited to the Participant's account
under the Plan, and a check representing:  (a) any uninvested  dividends held by
the Plan  Administrator for the Participant under the Plan, and (b) the value of
any fractional  shares. The cash payment for any fractional share shall be based
on the closing price of the Common Stock as quoted by The NASDAQ National Market
on the next business day on which the Common Stock is trading  following the day
on  which  the  withdrawal   request  is  effectively   processed  by  the  Plan
Administrator.  Any notice of  termination  received less than five (5) business
days prior to a dividend  record date will not be effective until dividends paid
for such  record  date have  been  reinvested  and the  shares  credited  to the
Participant's  account. Any Participant who elects to discontinue  participation
shall not be eligible to make voluntary cash payments.


      23.   MAY A  PARTICIPANT  REQUEST  SHARES  TO  BE  SOLD  WHEN  TERMINATING
            PARTICIPATION?


      Yes.  The request  should be in writing for all of the whole  shares to be
sold.  Such a  request  must be signed  by each  person  in whose  name the Plan
account appears, with signatures guaranteed. On receipt of the request, the Plan
Administrator  will cause the sale to proceed in the same manner as set forth in
No. 21 above.  A check will be issued in lieu of the issuance of any  fractional
shares as set forth in No. 22 above.

FEDERAL INCOME TAX INFORMATION


      24.   WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE
            PLAN?


      The Internal Revenue Service has ruled that shareholders  participating in
dividend  reinvestment  plans similar to the Plan are treated for Federal income
tax purposes as having received a taxable stock  distribution  equal to the fair
market value of the amount of stock purchased with reinvested dividends.  To the
extent  distributions made by the Corporation to its shareholders are treated as
made from the  Corporation's  earnings and profits,  the  distributions  will be
dividends  taxable as ordinary income.  The Corporation has sufficient  earnings
and profits that  participating  shareholders can expect that the full amount of
any  distribution  under the plan will be  taxable as a  dividend.  Accordingly,
Participants  who purchase shares under the Plan through  dividend  reinvestment
generally will recognize income in an amount equal to the fair market value of a
share of Common Stock on the dividend  payment date  multiplied by the number of
shares  purchased  (including  any fractional  share).  The tax basis for shares
purchased  under these  circumstances  will be equal to the fair market value of
the shares on the dividend payment date. The holding period for such shares will
commence on the day the shares are purchased.

      The Internal  Revenue  Service also has ruled that purchases of stock with
voluntary  cash  payments  under a  dividend  reinvestment  plan that  contained
provisions  substantially similar to those for voluntary cash payments under the
Plan  did  not  result  in  income  to   Participants   making  such  purchases.
Accordingly,  Participants  who  purchase  Common  Stock  under  the  Plan  with
voluntary  cash  payments  should not recognize  income in connection  with such
purchases.  The tax basis of shares purchased under these  circumstances will be
equal to the purchase price. The holding period for such shares will commence on
the day the shares are purchased.




      In the case of any  shareholder for whom Federal income tax withholding on
dividends is required,  including a foreign  shareholder whose income is subject
to Federal income tax withholding,  the Corporation will reinvest  dividends net
of the amount of tax required to be withheld.

      Dividends  reinvested  under  the Plan by  corporate  shareholders  may be
eligible for the 70% dividends-received deduction.

      A  Participant  whose  fractional  interest in a share of Common  Stock is
liquidated for cash under the Plan generally will recognize capital gain or loss
in an  amount  equal  to  the  difference  between  the  cash  payment  and  the
Participant's  tax basis in the  fractional  interest.  Whether any such gain or
loss will be taxed as long-term or  short-term  capital gain or loss will depend
upon the Participant's holding period.

      The Jobs and Growth Tax Relief  Reconciliation  Act of 2003, also known as
the Tax Relief Act, enacted in 2003,  reduces the maximum rate of tax imposed on
most dividends  received by individuals from the previous higher marginal income
tax rates to graduated  lower rates based on individual  income levels.  The tax
relief  applies to  dividends  received in taxable  years  beginning in 2003 and
extends  through  taxable  year 2008.  To be eligible for the reduced  rate,  an
individual  shareholder  must own common  stock for more than 60 days during the
120-day period beginning  before the ex-dividend  date. For sales of stock on or
after May 6, 2003 and before  January 1, 2009,  the Tax Relief Act also  reduces
the top  individual  tax rate on  adjusted  net  capital  gains,  also  based on
individual income levels.

      THE  FOREGOING  SUMMARY OF CERTAIN  FEDERAL  INCOME  TAX  CONSEQUENCES  IS
GENERAL AND DOES NOT PURPORT TO COVER EVERY SITUATION, AND IT DOES NOT INCLUDE A
DISCUSSION  OF STATE AND LOCAL TAX  CONSEQUENCES  OF  PARTICIPANTS  IN THE PLAN.
PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE FEDERAL, STATE,
AND LOCAL INCOME TAX CONSEQUENCES REGARDING THEIR PARTICULAR CIRCUMSTANCES.

OTHER INFORMATION


      25.   WHAT HAPPENS IF THE CORPORATION DECLARES A STOCK DIVIDEND OR A STOCK
            SPLIT?


      The Corporation's Common Stock in a Participant's account will be adjusted
to give effect to the stock dividend or stock split.  In such event,  the number
of shares available for issuance under the Plan shall likewise be adjusted.


      26.   HOW WILL THE SHARES CREDITED TO A PARTICIPANT'S  ACCOUNT BE VOTED AT
            A MEETING OF THE SHAREHOLDERS?


      Each Participant will receive a proxy which will enable them to vote whole
shares and fractional interests registered in their name as well as whole shares
and fractional interests credited to their Plan account. Shares held by the Plan
administrator  for the account of a Participant  who does not promptly  return a
proxy will not be voted.


      27.   WHAT ARE THE RESPONSIBILITIES AND LIABILITIES OF THE CORPORATION AND
            THE PLAN ADMINISTRATOR?


The Corporation and the Plan Administrator shall not be liable for any act taken
in good  faith  omission  to or for  any  good  faith  act,  including,  without
limitation,  any claims of liability:  (a) arising out of failure to terminate a
Participant's  account upon their death; (b) with respect to the prices at which
shares of the  Corporation's  Common Stock are purchased or sold, the times when
or the manner in which such purchases or sales are made, the decision whether to
purchase  such shares of the  Corporation's  Common  Stock on the open market or
from the Corporation,  fluctuations in the market value of the Common Stock; and
(c) any matters relating to the operation or management of the Plan.



      All  transactions  in the connection with the Plan will be governed by the
laws of the Commonwealth of Pennsylvania.


      28.   MAY THE PLAN BE MODIFIED OR DISCONTINUED?


      Yes. The Board of Directors of the Corporation,  at its discretion, may at
any time  suspend,  terminate,  modify  or amend the Plan and will  endeavor  to
notify the  Participants of any such  suspension,  termination,  modification or
amendment.  The Corporation may terminate, for whatever reason at any time as it
may determine in its sole discretion, a Participant's  participation in the Plan
after  mailing a notice of  intention to  terminate  to the  Participant  at the
address as it appears on the Plan's administrative records.


      29.   MAY A  PARTICIPANT  PLEDGE  SHARES HELD IN THEIR  ACCOUNT  UNDER THE
            PLAN?


      No. Shares credited to a  Participant's  account under the Plan may not be
pledged  or  assigned,  nor  may any  rights  or  interests  under  the  Plan be
transferred,  pledged or  assigned,  and any  purported  pledge,  assignment  or
transfer  shall be void. A  Participant  who wishes to pledge or assign  his/her
shares held under the Plan must withdraw those shares from the Plan.

                                 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 at December 31,
2004,  and for the year then ended,  included in the Annual  Report  (Form 10-K)
incorporated  by  reference  herein have been  audited by KPMG LLP,  independent
registered public accounting firm, and at December 31, 2003, and for each of the
two  years  in the  period  ended  December  31,  2003,  by  Ernst & Young  LLP,
independent  registered public accounting firm, as set forth in their respective
reports included therein and incorporated by reference,  and are incorporated by
reference in reliance  upon such reports given on the authority of such firms as
experts in accounting and auditing.

      Documents  incorporated  herein by  reference  in the future will  include
financial   statements,   related  schedules  (if  required),   and  independent
registered  public  accounting  firms' 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.


                                  LEGAL OPINION


      A legal  opinion to the effect  that the  shares of Common  Stock  offered
hereby,  upon their issuance or sale, in accordance  with the terms of the Plan,
shall be validly  issued,  fully paid and  non-assessable  has been  rendered by
Shumaker Williams, P.C.





                    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.







                                                    
                                                        ------------------------------
                                                        ------------------------------
THIS   PROSPECTUS   DOES  NOT   CONTAIN   ALL  THE
INFORMATION   SET   FORTH   IN  THE   REGISTRATION             [GRAPHIC OMITTED]
STATEMENT,  CERTAIN  PORTIONS  OF WHICH  HAVE BEEN                  UNIVEST
OMITTED  PURSUANT TO THE RULE AND  REGULATIONS  OF         CORPORATION OF PENNSYLVANIA
THE  SECURITIES  AND EXCHANGE  COMMISSION,  AND TO
WHICH  PORTIONS   REFERENCE  IS  HEREBY  MADE  FOR
FURTHER    INFORMATION   WITH   RESPECT   TO   THE      DIVIDEND REINVESTMENT AND STOCK
CORPORATION AND THE SECURITIES OFFERED HEREBY. THE               PURCHASE PLAN
REGISTRATION  STATEMENT  MAY BE INSPECTED  WITHOUT
CHARGE BY ANYONE AT THE OFFICE OF THE  COMMISSION,
100 F STREET,  N.E.,  WASHINGTON,  D.C. 20549, AND
COPIES  OF ALL OR ANY  PART OF IT MAY BE  OBTAINED
FROM THE COMMISSION AT ITS PRINCIPAL OFFICE, 100 F
STREET, N.E., WASHINGTON, D.C. 20549, UPON PAYMENT
OF THE FEES PRESCRIBED BY IT.


TABLE OF CONTENTS                                               1,968,750 SHARES

Available Information.......................2                     COMMON STOCK

Incorporation of Certain Documents by
         Reference..........................2                    ($5 PAR VALUE)

The Corporation.............................3

Risk Factors................................3                      ----------

Description of Dividend Reinvestment                               PROSPECTUS
         And Stock Purchase Plan............4                      ----------

Use of Proceeds............................11

Experts....................................11

Legal Opinion..............................11

Indemnification of Directors and Officers..11
                                                              February 23, 2006


                                                        ------------------------------
                                                        ------------------------------







                 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

      Management estimates that the expenses payable by the company in
connection with the sale of securities registered on the Registration Statement
will be as follows:


         Registration Fee                            $  5,323.28
         Legal Fees and Expenses                     $  5,655.00
         Printing and EDGAR Filing Expenses          $  1,233.00
         Miscellaneous                               $      0.00

         TOTAL                                       $ 12,211.28

         The above amounts include the following expenses relating specifically
to this Post- effective Amendment No. 1:


         Registration Fee                            $       N/A
         Accounting Fees and Expenses                $ 11,000.00*
         Legal Fees and Expenses                     $  5,000.00*
         Printing and EDGAR Filing Expenses          $  2,500.00*
         Miscellaneous                               $      0.00
                                                     ===========
         TOTAL                                       $ 18,500.00

* Estimated

Item 15. Indemnification of Directors and Officers.

      Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of
1988, as amended (15 Pa. C.S. Sections 1741-1750) provides that a business
corporation has 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.
We qualify the following discussion, in its entirety, by the full text of
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of 1988,
as amended, is attached as Exhibit 99.1.

      Section 1721 of the Pennsylvania Business Corporation Law of 1988, which
relates 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, which relates to general powers, and elsewhere in the corporation
law or otherwise vested by law in a business corporation must 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 a
provision is made in the by- laws, the powers and duties conferred or imposed
upon the board of directors under the corporation law are exercised or performed
to the extent and by a person or persons as provided in the by-laws.





      Section 1712 provides that a director of a business corporation stands in
a fiduciary relation to the corporation and must perform his duties as a
director, including his duties as a member of any committee of the board, in
good faith, in a manner he reasonably believes to be in the best interests of
the corporation and with the care, including reasonable inquiry, skill and
diligence, as a person of ordinary prudence would use under similar
circumstances. In performing his duties, a director is 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:

      o     one or more officers or employees of the corporation whom the
            director reasonably believes to be reliable and competent in the
            matters presented;

      o     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

      o     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 is 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.

         Section 1716 states that in discharging the duties of their respective
positions, the board of directors, committees of the board and individual
directors of a business corporation 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 does not constitute a violation of
the preceding paragraph. 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 are 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
is not personally liable, as such, for monetary damages for any action taken, or
any failure to take any action, unless:

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

      o     the breach or failure to perform constitutes self-dealing, willful
            misconduct or recklessness.


      The provisions discussed above shall not apply to:


      o     the responsibility or liability of a director pursuant to any
            criminal statute; or

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

      Section 1714 states that a director of a business 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 on which the director is
generally competent to act, is 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 of the meeting or transmits the dissent in writing to the secretary
of the corporation immediately after the adjournment of the meeting. The right
to dissent does not apply to a director who voted in favor of the action.
Nothing in Section 1714 bars a director from asserting that minutes of the
meeting incorrectly omitted his dissent if, promptly upon receipt of a copy of
the minutes, he notifies the secretary, in writing, of the asserted omission or
inaccuracy.






      Section 1741 which relates to third party actions, provides that unless
otherwise restricted in its by-laws, a business corporation has 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 the 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, which relates to derivative actions, provides that unless
otherwise restricted in its by-laws, a business corporation has 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 the person in connection with the defense or
settlement of the action if the 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 the 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 the action was
brought determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, the 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, which relates to mandatory indemnification, provides for
mandatory indemnification of directors and officers 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, the person is indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.

      Section 1744, which relates 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) is 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 the
person has met the applicable standard of conduct set forth in those sections.
The determination shall be made:




      o     by the Board of Directors by a majority vote of a quorum consisting
            of directors who were not parties to the action or proceeding;

      o     if a 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

      o     by the shareholders.

      Section 1745, which relates 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 undertaking by
or on behalf of the representative to repay such amount if it is ultimately
determined that the person is not entitled to be indemnified by the corporation
as authorized by Pennsylvania law or otherwise.

      Section 1746, which relates to supplementary coverage, provides that the
indemnification and advancement of expenses provided by or granted pursuant to
the other sections of Pennsylvania law are not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under any other by-law, 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 also provides that indemnification referred to above is 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. This indemnification is declared
to be consistent with the public policy of the Commonwealth of Pennsylvania.

      Section 1747, which relates to the power to purchase insurance, provides
that unless otherwise restricted in its by-laws, a business corporation has the
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 and incurred by him in that 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
corporation law. This insurance is declared to be consistent with the public
policy of the Commonwealth of Pennsylvania.

      Section 1748, which relates to application to surviving or new
corporations, provides that for the purposes of Pennsylvania law, references to
"the corporation" include all constituent corporations absorbed in a
consolidation, merger or division, as well as the surviving or new corporations
surviving or resulting therefrom, so that any person who is or was a
representative of the constituent, surviving or new corporation, or is or was
serving at the request of the constituent, surviving or new corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of Pennsylvania law with respect
to the surviving or new corporation as he would if he had served the surviving
or new corporation in the same capacity.





      Section 1749, which applies to employee benefit plans, states that for the
purposes of Pennsylvania law:

      o     references to "other enterprises" shall include employee benefit
            plans and references to "serving at the request of the corporation"
            shall include any service as a representative of the business
            corporation that imposes duties on, or involves services by, the
            representative with respect to an employee benefit plan, its
            participants or beneficiaries;

      o     excise taxes assessed on a person with respect to an employee
            benefit plan pursuant to applicable law shall be deemed "fines"; and

      o     action with respect to an employee benefit plan taken or omitted in
            good faith by a representative of the corporation in a manner he
            reasonably believed to be in the interest of the participants and
            beneficiaries of the plan shall be deemed to be action in a manner
            that is not opposed to the best interests of the corporation.

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

      Article 23 of the company's By-laws provides for indemnification to the
full extent authorized by Pennsylvania law.

      Insofar as indemnification for liabilities arising under the 1933 Act 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 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer of controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by a director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the manner
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 1933 Act and will be governed by the final
adjudication of such issue.




Item 16. Exhibits


      The following exhibits are included in this Registration Statement:


Exhibit Number
--------------


4.1   Registrant's Dividend Reinvestment Plan (Included in the Prospectus).

5.1   Opinion of Shumaker Williams, P.C., of Camp Hill, Pennsylvania, Special
      Counsel to Registrant as to legality of the shares of Registrant's common
      stock.

23.1  Opinion of Shumaker Williams, P.C. (Included in Exhibit 5.1).

23.2  Consent of KPMG, LLP, Independent Registered Public Accounting Firm.

23.3  Consent of Ernst & Young, LLP, Independent Registered Public Accounting
      Firm

24    Power of Attorney given by the Officers and Directors of the Registrant
      (Included on Signature Page).

Item 17. 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:


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

      (b)   To reflect in the prospectus any facts or events arising after the
            effective date of the registration statement (or 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;

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

            Provided, however, that paragraphs (a) and (b) do not apply if the
            information required to be included in a post-effective amendment by
            those paragraphs is contained in periodic reports filed with or
            furnished to the SEC pursuant to Section 13 or Section 15(d) of the
            Securities Exchange Act of 1934, as amended, 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 post-effective amendment shall be deemed to be a new
      registration statement relating to the securities offered therein, and the
      offering of those 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
      (and, where applicable, each filing of an employee benefit plan's annual
      report pursuant to 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 those securities at that time shall
      be deemed to be the initial bona fide offering thereof.




                                   SIGNATURES


      Pursuant to the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing this Post-Effective Amendment No. 1 to Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Souderton, Commonwealth of Pennsylvania on February 23,
2006.


                       UNIVEST CORPORATION OF PENNSYLVANIA



                             By: /s/ William S. Aichele
                                 -----------------------------------------------
                                 William S. Aichele
                                 Chairman, President and Chief Executive Officer



                                POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William S. Aichele and Wallace H. Bieler, and
each of them, his true and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this registration statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
the attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that the attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the registration statement has been signed by
the following persons in the capacities and on the dates indicated.




Name                                    Capacity                                 Date
----                                    --------                                 ----
                                                                           
/s/ William S. Aichele                  Chairman, President and Chief Executive  February 23, 2006
------------------------------------    Officer  (Principal Executive Officer)
William S. Aichele


/s/ Wallace H. Bieler                   Senior Executive Vice President, Chief   February 23, 2006
------------------------------------    Operation Officer and Chief Financial
Wallace H. Bieler                       Officer


/s/ Marvin A. Anders                    Director                                 February 23, 2006
------------------------------------
Marvin A. Anders


/s/ James L. Bergey                     Director                                 February 23, 2006
------------------------------------
James L. Bergey


/s/ R. Lee Delp                         Director                                 February 23, 2006
------------------------------------
R. Lee Delp









                                                                           
/s/ Charles H. Hoehflich                Director                                 February 23, 2006
------------------------------------
Charles H. Hoehflich


/s/ Norman L. Keller                    Director                                 February 23, 2006
------------------------------------
Norman L. Keller


/s/ Thomas K. Leidy                     Director                                 February 23, 2006
------------------------------------
Thomas K. Leidy


/s/ H. Ray Mininger                     Director
------------------------------------                                             February 23, 2006
H. Ray Mininger


/s/ Merrill S. Moyer                    Director                                 February 23, 2006
------------------------------------
Merrill S. Moyer


/s/ P. Gregory Shelly                   Director                                 February 23, 2006
------------------------------------
P. Gregory Shelly


/s/ John U. Young                       Director                                 February 23, 2006
------------------------------------
John U. Young








                                INDEX TO EXHIBITS

Exhibit Number
--------------

4.1   Registrant's Dividend Reinvestment Plan (Included in the Prospectus).

5.1   Opinion of Shumaker Williams, P.C., of Camp Hill, Pennsylvania, Special
      Counsel to Registrant as to legality of the shares of Registrant's common
      stock.

23.1  Opinion of Shumaker Williams, P.C. (Included in Exhibit 5.1).

23.2  Consent of KPMG, LLP, Independent Registered Public Accounting Firm.

23.3  Consent of Ernst & Young, LLP, Independent Registered Public Accounting
      Firm.

24    Power of Attorney given by the Officers and Directors of the Registrant
      (Included on Signature Page).