FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ANDERS MARVIN A   2. Issuer Name and Ticker or Trading Symbol UNIVEST CORP OF PENNSYLVANIA [UVSP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 287 HIGHLAND AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 02/09/2005 (Street) SOUDERTON, PA 18964 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price COMMON 02/09/2005 02/14/2005 A   2,188 A $ 42.455 38,266.9917 (1) D   COMMON 02/09/2005 02/14/2005 A   4,688 A $ 42.455 42,954.9917 (1) D   COMMOM 02/09/2005 02/14/2009 A   3,126 A $ 42.455 46,080.9917 (1) D   COMMON 02/09/2005 02/14/2009 A   1,760 A $ 42.455 47,840.9917 (1) D   COMMON               47,840.9917 (1) D   COMMON               24,198 I Spouse COMMON               126,000 I Trustee - Deferred Salary Savings Plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

STOCK OPTIONS

$ 19.4286

02/09/2005

02/14/2005

X

2,188

12/31/2001

12/31/2005

COMMON

7,463

$ 19.7286

5,275

D

STOCK OPTIONS

$ 17.8

02/09/2005

02/14/2005

X

4,688

12/31/2002

12/31/2006

COMMON

9,375

$ 17.8

4,687

D

STOCK OPTIONS

$ 28.28

02/09/2005

02/14/2005

X

3,126

12/31/2003

12/31/2007

COMMON

9,375

$ 28.28

6,249

D

STOCK OPTIONS

$ 32.424

02/09/2005

02/14/2005

X

1,760

12/31/2004

12/31/2008

COMMON

11,250

$ 32.424

9,490

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ANDERS MARVIN A 287 HIGHLAND AVENUE SOUDERTON, PA 18964	X

Signatures

Wallace H. Bieler		02/10/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	DOES INCLUDE 4,916.9917 SHARES ACQUIRED ON OR AFTER AUGUST 15, 1996 THROUGH THE DIVIDEND REINVESTMENT PLAN AND EMPLOYEE STOCK PURCHASE PLAN.

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