As filed with the Securities and Exchange Commission on September 30, 1996
                                                Registration No. 333-
- --------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

                    PENN ENGINEERING & MANUFACTURING CORP.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

              Delaware                                 23-0951065
  -------------------------------         ------------------------------------
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

             P.O. Box 1000
         Danboro, Pennsylvania                         18916-1000
- ----------------------------------------            -----------------
(Address of Principal Executive Offices)               (Zip Code)

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

                    PENN ENGINEERING & MANUFACTURING CORP.
                      1996 EMPLOYEE STOCK PURCHASE PLAN
                    --------------------------------------
                             (Full title of plan)

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

           Kenneth A. Swanstrom, Chairman of the Board and President
                    Penn Engineering & Manufacturing Corp.
                                 P.O. Box 1000
                       Danboro, Pennsylvania  18916-1000
                    ---------------------------------------
                    (Name and address of agent for service)

                                 (215) 766-8853
                    ---------------------------------------
                    (Telephone number, including area code,
                             of agent for service)

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

                                   Copy to:
                         Frederick W. Dreher, Esquire
                           Duane, Morris & Heckscher
                            4200 One Liberty Place
                    Philadelphia, Pennsylvania  19103-7396

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================
                                         Proposed            Proposed
Title of securities  Amount to be    maximum offering    maximum aggregate      Amount of
 to be registered    registered(1)   price per share(2)  offering price(2)   registration fee
- ---------------------------------------------------------------------------------------------
<S>                 <C>                 <C>                  <C>                <C>      
Common Stock,       150,000 shares       $17.375            $2,606,250           $899.00
par value $.01
=============================================================================================
</TABLE>

(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this registration statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the 1996 Employee Stock
      Purchase Plan.

(2)   Estimated solely for the purpose of calculating the registration fee based
      on the average high and low prices of the Common Stock of the Company on
      the New York Stock Exchange on September 25, 1996.
<PAGE>

                                    PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Incorporation of Documents by Reference.

      The following material is incorporated herein by reference:

      (a) The Annual Report on Form 10-K of Penn Engineering & Manufacturing
Corp. (the "Company") for the year ended December 31, 1995 as filed by the
Company with the Securities and Exchange Commission (the "Commission") and the
Amendment thereto as filed by the Company with the Commission on April 29, 1996.

      (b) The Company's Form 10-Q Reports for the quarters ended March 31, 1996
and June 30, 1996 as filed by the Company with the Commission.

      (c) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form S-2 filed with the Commission under the
Securities Act of 1933, as amended, on May 22, 1996 under the caption
"Description of Capital Stock" and "Dividend Policy."

      All reports or other documents filed pursuant to Sections 13, 14 and 15(d)
of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement, in each case filed by the
Company prior to the termination of the offering of the securities offered
hereby, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated herein by reference, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 2. Description of Securities.

      No answer to this item is required because the class of securities to be
offered is registered under Section 12 of the Exchange Act.

Item 3. Interests of Named Experts and Counsel.

      The consolidated financial statements and schedules of the Company as of
December 31, 1994 and 1995 and for each of the years in the three-year period
ended December 31, 1995 incorporated by reference in this Registration Statement
have been audited and reported on by Deloitte & Touche LLP, independent
auditors. Such financial statements and schedules have been

                                     II-1
<PAGE>

incorporated by reference herein in reliance upon the reports of Deloitte &
Touche LLP, incorporated by reference herein (which reports express an
unqualified opinion and include an explanatory paragraph referring to a change
in the method of accounting for income taxes), and upon the authority of said
firm as experts in accounting and auditing.

      The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane, Morris & Heckscher,
Philadelphia, Pennsylvania.

Item 4. Indemnification of Directors and Officers.

      Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation 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,
suit 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 he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he 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 action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

      In the case of an action or suit by or in the right of the corporation to
procure a judgment in its favor, Section 145 empowers a corporation 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 suit by reason of the fact that he is
or was acting in any of the capacities set forth above against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that indemnification is not permitted
in respect of any claim, issue or matter as to which such person is adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
deems proper.

      Section 145 further provides: That a Delaware corporation is required to
indemnify a director, officer, employee or agent against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with any
action, suit or proceeding or in defense of any claim, issue or matter therein
as to which such person has been successful on the merits or

                                     II-2
<PAGE>

otherwise; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
that indemnification provided for by Section 145 shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liability under Section 145. A Delaware
corporation may provide indemnification only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct. Such determination is to be made (i) by the board of directors by a
majority vote of a quorum consisting of directors who were not party to such
action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion or (iii) by the stockholders.

      Article VIII of the Company's By-laws provides for indemnification of
directors and officers of the Company to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as presently or hereafter in
effect.

      The Company provides liability insurance for each director and officer for
certain losses arising from claims or charges made against them while acting in
their capacities as directors or officers of the Company up to an aggregate of
$15,000,000 inclusive of defense costs, expenses and charges.

      Additionally, as permitted by the General Corporation Law of the State of
Delaware, Article X of the Company's Certificate of Incorporation provides that
no director of the Company shall incur personal liability to the Company or its
stockholders for monetary damages for breach of his fiduciary duty as a
director; provided, however, that this provision does not eliminate or limit the
liability of a director for (i) any breach of the director's duty of loyalty to
the Company or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) the
unlawful payment of dividends or unlawful purchase or redemption of stock under
Section 174 of the General Corporation Law of the State of Delaware; or (iv) any
transaction from which the director derived an improper personal benefit.

Item 5. Exemption from Registration Claimed.

      No answer to this item is required because no restricted securities are to
be reoffered or resold pursuant to this Registration Statement.

Item 6. Exhibits.

(4)   Penn Engineering & Manufacturing Corp. 1996 Employee Stock Purchase Plan.

(5)   Opinion of Duane, Morris & Heckscher.

                                     II-3
<PAGE>

(23)(A)   Consent of Duane, Morris & Heckscher (included in their opinion filed
          as Exhibit 5).

(23)(B)   Consent of Deloitte & Touche LLP.

(24)      Power of Attorney (see page II-5 of this Registration Statement).

Item 7. Undertakings.

      The registrant hereby undertakes:

      (a) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement;

      (b) that for purposes of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offer thereof; and

      (c) 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.

      The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) 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 such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
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 Act and will be governed by the final adjudication of
such issue.


                                     II-4
<PAGE>

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Danboro, Pennsylvania on September 11, 1996.

                                          PENN ENGINEERING &
                                              MANUFACTURING CORP.


                                          By: /s/ Kenneth A. Swanstrom
                                              ---------------------------------
                                              Kenneth A. Swanstrom, Chairman of
                                              the Board and President

      Know all men by these presents, that each person whose signature appears
below constitutes and appoints Kenneth A. Swanstrom and Mark W. Simon, and each
or either of them, as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution, for such person, and in such person's
name, place and stead, in any and all capacities to sign any or all amendments
or post-effective 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 said
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 to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.


Signature                                Title                Date
- ---------                                -----                ----

/s/ Kenneth A. Swanstrom   Chairman of the Board, President,  September 11, 1996
- ------------------------   Chief Executive Officer,   
Kenneth A. Swanstrom       and Director (principal 
                           executive officer)       
                           


/s/ Mark W. Simon          Vice President-Finance, Corporate  September 11, 1996
- ------------------------   Secretary, and Director 
Mark W. Simon              (principal financial and 
                           accounting officer)
                            


                                      II-5
<PAGE>

Signature                                Title                Date
- ---------                                -----                ----

/s/ Willard S. Boothby, Jr.            Director               September 30, 1996
- ---------------------------
Willard S. Boothby, Jr.


/s/ Frank S. Hermance                  Director               September 30, 1996
- ---------------------------
Frank S. Hermance


/s/ Lewis W. Hull                      Director               September 30, 1996
- ---------------------------
Lewis W. Hull


/s/ Thomas M. Hyndman, Jr.             Director               September 30, 1996
- ---------------------------
Thomas M. Hyndman, Jr.


/s/ Maurice D. Oaks                    Director               September 30, 1996
- ---------------------------
Maurice D. Oaks


/s/ Daryl L. Swanstrom                 Director               September 30, 1996
- ---------------------------
Daryl L. Swanstrom


                                     II-6
<PAGE>

                                 EXHIBIT INDEX

                   (Pursuant to Item 601 of Regulation S-K)

Exhibit No.             Exhibit                                           Page
- -----------             -------                                           ----

(4)         Penn Engineering & Manufacturing Corp.            
              1996 Equity Incentive Plan.
           
(5)         Opinion of Duane, Morris & Heckscher.
           
(23)(A)     Consent of Duane, Morris & Heckscher 
              (included in their opinion filed as Exhibit 5).
           
(23)(B)     Consent of Deloitte & Touche LLP.
           
(24)        Power of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20718}]
{"company-data": {"conformed-name": "PENN ENGINEERING & MANUFACTURING CORP", "cik": "0000077106", "assigned-sic": "3452", "irs-number": "230951065", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13073", "film-number": "96637137"}, "business-address": {"street1": "PO BOX 1000", "city": "DANBORO", "state": "PA", "zip": "18916", "phone": "2157668853"}, "mail-address": {"street1": "P O BOX 1000", "city": "DANBORO", "state": "PA", "zip": "18916"}}
As filed with the Securities and Exchange Commission on September 30, 1996
                                                Registration No. 333-
- --------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

                    PENN ENGINEERING & MANUFACTURING CORP.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

              Delaware                                 23-0951065
  -------------------------------         ------------------------------------
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

             P.O. Box 1000
         Danboro, Pennsylvania                         18916-1000
- ----------------------------------------            -----------------
(Address of Principal Executive Offices)               (Zip Code)

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

                    PENN ENGINEERING & MANUFACTURING CORP.
                      1996 EMPLOYEE STOCK PURCHASE PLAN
                    --------------------------------------
                             (Full title of plan)

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

           Kenneth A. Swanstrom, Chairman of the Board and President
                    Penn Engineering & Manufacturing Corp.
                                 P.O. Box 1000
                       Danboro, Pennsylvania  18916-1000
                    ---------------------------------------
                    (Name and address of agent for service)

                                 (215) 766-8853
                    ---------------------------------------
                    (Telephone number, including area code,
                             of agent for service)

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

                                   Copy to:
                         Frederick W. Dreher, Esquire
                           Duane, Morris & Heckscher
                            4200 One Liberty Place
                    Philadelphia, Pennsylvania  19103-7396

                        CALCULATION OF REGISTRATION FEE
=============================================================================================
                                         Proposed            Proposed
Title of securities  Amount to be    maximum offering    maximum aggregate      Amount of
 to be registered    registered(1)   price per share(2)  offering price(2)   registration fee
- ---------------------------------------------------------------------------------------------
Common Stock,       150,000 shares       $17.375            $2,606,250           $899.00
par value $.01
=============================================================================================
(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this registration statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the 1996 Employee Stock
      Purchase Plan.

(2)   Estimated solely for the purpose of calculating the registration fee based
      on the average high and low prices of the Common Stock of the Company on
      the New York Stock Exchange on September 25, 1996.
PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Incorporation of Documents by Reference.

      The following material is incorporated herein by reference:

      (a) The Annual Report on Form 10-K of Penn Engineering & Manufacturing
Corp. (the "Company") for the year ended December 31, 1995 as filed by the
Company with the Securities and Exchange Commission (the "Commission") and the
Amendment thereto as filed by the Company with the Commission on April 29, 1996.

      (b) The Company's Form 10-Q Reports for the quarters ended March 31, 1996
and June 30, 1996 as filed by the Company with the Commission.

      (c) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form S-2 filed with the Commission under the
Securities Act of 1933, as amended, on May 22, 1996 under the caption
"Description of Capital Stock" and "Dividend Policy."

      All reports or other documents filed pursuant to Sections 13, 14 and 15(d)
of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement, in each case filed by the
Company prior to the termination of the offering of the securities offered
hereby, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated herein by reference, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 2. Description of Securities.

      No answer to this item is required because the class of securities to be
offered is registered under Section 12 of the Exchange Act.

Item 3. Interests of Named Experts and Counsel.

      The consolidated financial statements and schedules of the Company as of
December 31, 1994 and 1995 and for each of the years in the three-year period
ended December 31, 1995 incorporated by reference in this Registration Statement
have been audited and reported on by Deloitte & Touche LLP, independent
auditors. Such financial statements and schedules have been

                                     II-1
incorporated by reference herein in reliance upon the reports of Deloitte &
Touche LLP, incorporated by reference herein (which reports express an
unqualified opinion and include an explanatory paragraph referring to a change
in the method of accounting for income taxes), and upon the authority of said
firm as experts in accounting and auditing.

      The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane, Morris & Heckscher,
Philadelphia, Pennsylvania.

Item 4. Indemnification of Directors and Officers.

      Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation 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,
suit 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 he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he 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 action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

      In the case of an action or suit by or in the right of the corporation to
procure a judgment in its favor, Section 145 empowers a corporation 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 suit by reason of the fact that he is
or was acting in any of the capacities set forth above against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that indemnification is not permitted
in respect of any claim, issue or matter as to which such person is adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
deems proper.

      Section 145 further provides: That a Delaware corporation is required to
indemnify a director, officer, employee or agent against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with any
action, suit or proceeding or in defense of any claim, issue or matter therein
as to which such person has been successful on the merits or

                                     II-2
otherwise; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
that indemnification provided for by Section 145 shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liability under Section 145. A Delaware
corporation may provide indemnification only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct. Such determination is to be made (i) by the board of directors by a
majority vote of a quorum consisting of directors who were not party to such
action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion or (iii) by the stockholders.

      Article VIII of the Company's By-laws provides for indemnification of
directors and officers of the Company to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as presently or hereafter in
effect.

      The Company provides liability insurance for each director and officer for
certain losses arising from claims or charges made against them while acting in
their capacities as directors or officers of the Company up to an aggregate of
$15,000,000 inclusive of defense costs, expenses and charges.

      Additionally, as permitted by the General Corporation Law of the State of
Delaware, Article X of the Company's Certificate of Incorporation provides that
no director of the Company shall incur personal liability to the Company or its
stockholders for monetary damages for breach of his fiduciary duty as a
director; provided, however, that this provision does not eliminate or limit the
liability of a director for (i) any breach of the director's duty of loyalty to
the Company or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) the
unlawful payment of dividends or unlawful purchase or redemption of stock under
Section 174 of the General Corporation Law of the State of Delaware; or (iv) any
transaction from which the director derived an improper personal benefit.

Item 5. Exemption from Registration Claimed.

      No answer to this item is required because no restricted securities are to
be reoffered or resold pursuant to this Registration Statement.

Item 6. Exhibits.

(4)   Penn Engineering & Manufacturing Corp. 1996 Employee Stock Purchase Plan.

(5)   Opinion of Duane, Morris & Heckscher.

                                     II-3
(23)(A)   Consent of Duane, Morris & Heckscher (included in their opinion filed
          as Exhibit 5).

(23)(B)   Consent of Deloitte & Touche LLP.

(24)      Power of Attorney (see page II-5 of this Registration Statement).

Item 7. Undertakings.

      The registrant hereby undertakes:

      (a) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement;

      (b) that for purposes of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offer thereof; and

      (c) 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.

      The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) 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 such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
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 Act and will be governed by the final adjudication of
such issue.

                                     II-4
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Danboro, Pennsylvania on September 11, 1996.

                                          PENN ENGINEERING &
                                              MANUFACTURING CORP.

                                          By: /s/ Kenneth A. Swanstrom
                                              ---------------------------------
                                              Kenneth A. Swanstrom, Chairman of
                                              the Board and President

      Know all men by these presents, that each person whose signature appears
below constitutes and appoints Kenneth A. Swanstrom and Mark W. Simon, and each
or either of them, as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution, for such person, and in such person's
name, place and stead, in any and all capacities to sign any or all amendments
or post-effective 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 said
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 to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.

Signature                                Title                Date
- ---------                                -----                ----

/s/ Kenneth A. Swanstrom   Chairman of the Board, President,  September 11, 1996
- ------------------------   Chief Executive Officer,   
Kenneth A. Swanstrom       and Director (principal 
                           executive officer)       
                           

/s/ Mark W. Simon          Vice President-Finance, Corporate  September 11, 1996
- ------------------------   Secretary, and Director 
Mark W. Simon              (principal financial and 
                           accounting officer)
                            

                                      II-5
Signature                                Title                Date
- ---------                                -----                ----

/s/ Willard S. Boothby, Jr.            Director               September 30, 1996
- ---------------------------
Willard S. Boothby, Jr.

/s/ Frank S. Hermance                  Director               September 30, 1996
- ---------------------------
Frank S. Hermance

/s/ Lewis W. Hull                      Director               September 30, 1996
- ---------------------------
Lewis W. Hull

/s/ Thomas M. Hyndman, Jr.             Director               September 30, 1996
- ---------------------------
Thomas M. Hyndman, Jr.

/s/ Maurice D. Oaks                    Director               September 30, 1996
- ---------------------------
Maurice D. Oaks

/s/ Daryl L. Swanstrom                 Director               September 30, 1996
- ---------------------------
Daryl L. Swanstrom

                                     II-6
EXHIBIT INDEX

                   (Pursuant to Item 601 of Regulation S-K)

Exhibit No.             Exhibit                                           Page
- -----------             -------                                           ----

(4)         Penn Engineering & Manufacturing Corp.            
              1996 Equity Incentive Plan.
           
(5)         Opinion of Duane, Morris & Heckscher.
           
(23)(A)     Consent of Duane, Morris & Heckscher 
              (included in their opinion filed as Exhibit 5).
           
(23)(B)     Consent of Deloitte & Touche LLP.
           
(24)        Power of Attorney.