SecProbe.io

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      March 8, 2005

Mail Stop 0510

Via U.S. mail and facsimile

Mr. Kenneth A. Swanstrom
Chief Executive Officer
Penn Engineering & Manufacturing Corp.
5190 Old Easton Road
Danboro, PA 18916

Re: 	Penn Engineering & Manufacturing Corp.
Schedule 14A filed February 16, 2005
File No. 001-05356

Dear Mr. Swanstrom:

      This is to advise you that we reviewed only those portions
of
the above filing that relate to the information required by Item
14
of Schedule 14A.  We have the following comments in that regard.
No
further review of the filing has been or will be made.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Summary, page 1

1. Please revise this section so that the summary sets forth only
the
principal terms of the proposed transaction instead of summarizing
the entire filing.  It should be no longer than two pages and
should
be written in plain English.  See Item 1001 of Regulation M-A.  In
addition, please revise this section to eliminate information that
you repeat in the Q&A section and your summary section.  For
purposes
of eliminating redundancies and grouping like information
together,
please view your Q&A section and summary as one section.  When
revising your disclosure, we strongly suggest that you discuss
only
the procedural questions with short, clear answers in the Q&A
section, and place the material, substantive disclosure in the
summary.

The Merger, page 19

Background of the Merger, page 19

2. Please disclose the matters addressed at the July 30, 2003
meeting
of the board of directors.  In this regard, we note your
disclosure
in the first paragraph below the table on page 62.

3. We note your disclosure in the first full paragraph on page 20.
Please explain why an ESOP would not be as advantageous to your
security holders as a sale of your company to a third party at
that
time.

4. We note your disclosure in the third sentence of the second
full
paragraph on page 20.  Please clarify why the board of directors
selected Gleacher to act as its financial advisor over the other
advisors it interviewed.  In addition, please disclose the
information required by Item 1015(b)(2) of Regulation M-A with
respect to Gleacher.

5. We note your disclosure in the last sentence of the second
paragraph on page 22.  Please disclose whether the special
committee
made the determination to discontinue negotiations with the
potential
acquiror.

6. We note your disclosure in the fifth paragraph on page 22.
Please
clarify why the special committee selected Houlihan Lokey to act
as
its financial advisor over the other advisors it interviewed.  In
addition, please disclose the information required by Item
1015(b)(2)
of Regulation M-A with respect to Houlihan Lokey.

7. We note your disclosure in the first, second and fourth full
paragraphs on page 23 regarding an ESOP.  Please expand your
disclosure throughout this section to discuss the role of the
special
committee in evaluating the viability of an ESOP.  In addition,
please explain why the board of directors and, if applicable, the
special committee decided not to pursue the viability of an ESOP
at
that time.

8. Please disclose the reasons for the changes in the merger
consideration offered by Tinicum during the course to the
negotiations.
9. We note your disclosure in the last sentence of the fourth full
paragraph on page 24 regarding the fairness determination made by
the
trustees of the Swanstrom family trusts.  Please either disclose
the
basis for this determination or delete.

10. We note your disclosure in the first and second full
paragraphs
on page 26.  Please clarify here and throughout your filing that
the
fairness determinations of Houlihan Lokey and the special
committee
were made with respect to the security holders of your company
other
than the members and representatives of the Swanstrom family.

11. We note your disclosure in the third and fifth full paragraphs
on
page 26.  Please clarify here and throughout your filing that the
fairness determinations of Gleacher and the board of directors
were
made with respect to the security holders of your company
including
the members and representatives of the Swanstrom family.

Recommendation by the Special Committee and our Board of
Directors..., page 27

12. Please supplementally provide the staff with a copy of the
board
book.

Negotiations on Merger Agreement, page 28

13. Please balance your disclosure in the second sentence by
disclosing whether the board of directors and special committee
considered whether the interests of your senior management in the
transaction affected their ability to negotiate the terms of the
transaction.  In this regard, we note your disclosure under
"Interests of Our Directors and Officers in the Merger" beginning
on
page 61.

Projected Financial Performance and Related Risks and
Uncertainties,
page 30

14. Please describe with greater specificity why you believe it
would
be difficult to replace your senior management.

Our Recent Earnings Results, page 30

15. The factors considered in determining fairness must be
explained
in enough detail for security holders to understand them.
Conclusory
statements or listing of generalized areas of consideration are
not
sufficient.  Please revise to explain how each of the factors
discussed supports the fairness determination.

Houlihan Lokey`s Fairness Opinion, page 36

16. Please provide the information required by Item 1015(b)(4) of
Regulation M-A.

17. Please revise the first and second paragraphs on page 37 to
eliminate your qualifications regarding the summary of Houlihan
Lokey`s fairness opinion, as security holders are entitled to rely
on
your disclosure.

18. We note your disclose in the last sentence of the first full
paragraph on page 38.  Please disclose the date of the financial
statements reviewed by Houlihan Lokey.

19. You state in the last bullet on page 38 that Houlihan Lokey
conducted "such other studies, analyses and inquires as it deemed
appropriate."  Please describe these other studies and analyses
that
Houlihan Lokey performed and discuss the other factors and
information that it took into account for the purposes of its
fairness opinion or otherwise delete the reference.

20. Please discuss any instructions that the board of directors
gave
to Houlihan Lokey, and whether and to what extent it imposed
limitations on the scope of Houlihan Lokey`s investigations.  See
Item 1015(b)(6) of Regulation M-A.

Gleacher`s Fairness Opinion, page 46

21. Please provide the information required by Item 1015(b)(4) of
Regulation M-A.

22. Please revise the first full paragraph on page 47 to eliminate
your qualifications regarding the summary of Gleacher`s fairness
opinion, as security holders are entitled to rely on your
disclosure.

23. You state in the last bullet on page 38 that Gleacher
performed
"such other analyses and considered such other factors as Gleacher
deemed appropriate."  Please describe these other analyses and
factors that Gleacher performed and discuss the other factors and
information that it took into account for the purposes of its
fairness opinion or otherwise delete the reference.

24. We note that Gleacher assumed that the final agreement was in
substantially similar form as the draft agreement it reviewed in
connection with providing its fairness opinion.  Please clarify
how
the agreement changed subsequent to review by Gleacher and
indicate
whether the changes were material.

25. Please discuss any instructions that the special committee
gave
to Gleacher, and whether and to what extent it imposed limitations
on
the scope of Gleacher`s investigations.  See Item 1015(b)(6) of
Regulation M-A.

*	*	*	*

      As appropriate, please amend your preliminary proxy
statement
in response to these comments.  You may wish to provide us with
marked copies of the amendment to expedite our review.  Please
furnish a cover letter that is filed on EDGAR with your amendment
that keys your responses to our comments and provides any
requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in its filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      If you have any questions regarding the foregoing, please do
not hesitate to call Andrew Schoeffler, Staff Attorney, at (202)
824-
5612 or, in his absence, Chris Edwards, Senior Staff Attorney, at
(202) 942-2842, or the undersigned at (202) 942-1950.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Mr. Frederick W. Dreher
Mr. Richard L. Cohen
Duane Morris LLP
One Liberty Place
Philadelphia, PA 19103
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Mr. Kenneth A. Swanstrom
March 8, 2005
Page 1 of 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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