================================================================================
    As filed with the Securities and Exchange Commission on December 16, 1999
                                                     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
----------------------------------------           ----------
(Address of Principal Executive Offices)           (Zip Code)


                     PENN ENGINEERING & MANUFACTURING CORP.
               1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                              (Full title of plan)

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

                   Kenneth A. Swanstrom, Chairman of the Board
                           and Chief Executive Officer
                                  P.O. Box 1000
                           Danboro, Pennsylvania 18916
                     ---------------------------------------
                     (Name and address of agent for service)

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

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

                                    Copy to:
                            John W. Kauffman, Esquire
                          Duane, Morris & Heckscher LLP
                             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,                 100,000 shares                (2)                 $2,421,250               $640
par value $.01
========================================================================================================================
</TABLE>

(1)   This registration statement also registers such additional shares as may
      be required to be issued under the Penn Engineering & Manufacturing Corp.
      1998 Stock Option Plan for Non-Employee Directors in the event of a stock
      dividend, reverse stock split, split-up, reclassification and/or other
      similar event.

(2)   Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
      per share and the proposed maximum aggregate offering price have been
      computed as follows: (a) with respect to the 30,000 shares for which
      options have been granted but not exercised as of the date hereof,
      computed on the basis (i) 15,000 shares at an exercise price of $22.00 per
      share and (ii) 15,000 shares at $25.375 per share, and (b) with respect to
      the 70,000 shares for which options have not been granted, computed on the
      basis of $24.4375 per share, the average of the high and low prices of the
      Common Stock of the Company on The New York Stock Exchange on December 14,
      1999.
================================================================================
<PAGE>

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.   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 fiscal year ended December 31, 1998 as filed by
the Company with the Securities and Exchange Commission (the "Commission") on
March 31, 1999;

         (b) The Company's Form 10-Q Report for the quarter ended March 31,
1999 as filed by the Company with the Commission on May 13, 1999;

         (c) The Company's Form 10-Q Report for the quarter ended June 30,
1999 as filed by the Company with the Commission on August 13, 1999;

         (d) The Company's Form 8-K Current Report as filed with the Commission
on October 15, 1999;

         (e) The Company's Form 10-Q Report for the quarter ended September 30,
1999 as filed by the Company with the Commission on November 12, 1999;

         (f) The Company's Form 8-K/A as filed by the Company with the
Commission on December 13, 1999; and

         (g) The description of the Company's Common Stock set forth in the
Company's Registra tion 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(a), 13(c),
14 and 15(d) of the Securities 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 filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities
then remaining unsold, 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 supersed ed, to constitute a part of this
Registration Statement.

                                      II-2

<PAGE>


Item 4.   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 5.   Interests of Named Experts and Counsel.

         The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane, Morris & Heckscher LLP,
Philadelphia, Pennsylvania. Thomas M. Hyndman, Jr., a director of the Company,
is Of Counsel to the law firm of Duane, Morris & Heckscher LLP and as of
December 9, 1999, Mr. Hyndman owned 2,110 shares of the Company's Common Stock,
570 shares of the Company's Class A Common Stock and options to purchase 625
shares of Common Stock that are currently exercisable or will become exercisable
within 60 days. Mr. Hyndman also serves as co-trustee of certain trusts which
hold an aggregate of 654,460 shares of Common Stock and an aggregate of 338,715
shares of Class A Common Stock.

Item 6.   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 the person 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 the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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 the
person's 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 the person 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 the
person's 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 the person is or was acting in any of the capacities set forth above
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person 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

                                      II-3

<PAGE>


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 such person 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 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 or her and incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her 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
or she 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, even though
less than a quorum, (ii) if there are no such directors or if such directors so
direct, 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 $25,000,000 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.


                                      II-4

<PAGE>


Item 7.   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 8.   Exhibits.

4         Penn Engineering & Manufacturing Corp. 1998 Stock Option Plan for
          Non-Employee Directors.

5         Opinion of Duane, Morris & Heckscher LLP.

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

23.2      Consent of Ernst & Young LLP.

23.3      Consent of DeLoitte & Touche LLP.

24        Power of Attorney (included on the signature pages hereto).

Item 9.   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:

               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

               (iii) 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;

                                      II-5

<PAGE>


provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Item 9 do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3,
and 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
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

         (b) that for the purpose 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 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-6

<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 December 15, 1999.

                                 PENN ENGINEERING & MANUFACTURING CORP.


                                        By:/s/ Kenneth A. Swanstrom
                                           ---------------------------------
                                           Kenneth A. Swanstrom, Chairman of the
                                           Board and Chief Executive Officer

         Know all men by these presents, that each person whose signature
appears below consti tutes 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.

<TABLE>
<CAPTION>
Signature                                                     Title                                  Date
---------                                                     -----                                  ----

<S>                                           <C>                                               <C>
/s/ Kenneth A. Swanstrom                      Chairman of the Board, Chief                      December 15, 1999
-------------------------------------         Executive Officer and Director (principal
Kenneth A. Swanstrom                          executive officer)


/s/ Martin Bidart                             President, Chief Operating Officer                December 15, 1999
-------------------------------------         and Director
Martin Bidart

/s/ Mark W. Simon                             Vice President - Finance, Corporate               December 15, 1999
-------------------------------------         Secretary and Director (principal financial
Mark W. Simon                                 and accounting officer)


/s/ Willard S. Boothby, Jr.                   Director                                          December 15, 1999
-------------------------------------
Willard S. Boothby, Jr.
</TABLE>


                                      II-7

<PAGE>

<TABLE>

<S>                                           <C>                                               <C>
/s/ Lewis W. Hull                             Director                                          December 15, 1999
-------------------------------------
Lewis W. Hull

/s/ Thomas M. Hyndman, Jr.                    Director                                          December 15, 1999
-------------------------------------
Thomas M. Hyndman, Jr.

/s/ Maurice D. Oaks                           Director                                          December 15, 1999
-------------------------------------
Maurice D. Oaks

/s/ Charles R. Smith                          Director                                          December 15, 1999
-------------------------------------
Charles R. Smith

/s/ Daryl L. Swanstrom                        Director                                          December 15, 1999
-------------------------------------
Daryl L. Swanstrom

</TABLE>

                                      II-8

<PAGE>


                                  EXHIBIT INDEX

                    (Pursuant to Item 601 of Regulation S-K)

<TABLE>
<CAPTION>
Exhibit No.                                 Exhibit                                     Reference

<S>               <C>                                                                 <C>
4                 Penn Engineering & Manufacturing Corp. 1998
                  Stock Option Plan for Non-Employee Directors.                       Filed herewith

5                 Opinion of Duane, Morris & Heckscher LLP.                           Filed herewith

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

23.2              Consent of Ernst & Young LLP.                                        Filed herewith

23.3              Consent of DeLoitte & Touche LLP                                     Filed herewith

24                Power of Attorney (see page II-7 of this Registration
                  Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24624}]
{"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": "333-92907", "film-number": "99776062"}, "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 December 16, 1999
                                                     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
----------------------------------------           ----------
(Address of Principal Executive Offices)           (Zip Code)

                     PENN ENGINEERING & MANUFACTURING CORP.
               1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                              (Full title of plan)

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

                   Kenneth A. Swanstrom, Chairman of the Board
                           and Chief Executive Officer
                                  P.O. Box 1000
                           Danboro, Pennsylvania 18916
                     ---------------------------------------
                     (Name and address of agent for service)

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

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

                                    Copy to:
                            John W. Kauffman, Esquire
                          Duane, Morris & Heckscher LLP
                             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,                 100,000 shares                (2)                 $2,421,250               $640
par value $.01
========================================================================================================================
(1)   This registration statement also registers such additional shares as may
      be required to be issued under the Penn Engineering & Manufacturing Corp.
      1998 Stock Option Plan for Non-Employee Directors in the event of a stock
      dividend, reverse stock split, split-up, reclassification and/or other
      similar event.

(2)   Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
      per share and the proposed maximum aggregate offering price have been
      computed as follows: (a) with respect to the 30,000 shares for which
      options have been granted but not exercised as of the date hereof,
      computed on the basis (i) 15,000 shares at an exercise price of $22.00 per
      share and (ii) 15,000 shares at $25.375 per share, and (b) with respect to
      the 70,000 shares for which options have not been granted, computed on the
      basis of $24.4375 per share, the average of the high and low prices of the
      Common Stock of the Company on The New York Stock Exchange on December 14,
      1999.
================================================================================
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   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 fiscal year ended December 31, 1998 as filed by
the Company with the Securities and Exchange Commission (the "Commission") on
March 31, 1999;

         (b) The Company's Form 10-Q Report for the quarter ended March 31,
1999 as filed by the Company with the Commission on May 13, 1999;

         (c) The Company's Form 10-Q Report for the quarter ended June 30,
1999 as filed by the Company with the Commission on August 13, 1999;

         (d) The Company's Form 8-K Current Report as filed with the Commission
on October 15, 1999;

         (e) The Company's Form 10-Q Report for the quarter ended September 30,
1999 as filed by the Company with the Commission on November 12, 1999;

         (f) The Company's Form 8-K/A as filed by the Company with the
Commission on December 13, 1999; and

         (g) The description of the Company's Common Stock set forth in the
Company's Registra tion 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(a), 13(c),
14 and 15(d) of the Securities 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 filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities
then remaining unsold, 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 supersed ed, to constitute a part of this
Registration Statement.

                                      II-2
Item 4.   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 5.   Interests of Named Experts and Counsel.

         The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane, Morris & Heckscher LLP,
Philadelphia, Pennsylvania. Thomas M. Hyndman, Jr., a director of the Company,
is Of Counsel to the law firm of Duane, Morris & Heckscher LLP and as of
December 9, 1999, Mr. Hyndman owned 2,110 shares of the Company's Common Stock,
570 shares of the Company's Class A Common Stock and options to purchase 625
shares of Common Stock that are currently exercisable or will become exercisable
within 60 days. Mr. Hyndman also serves as co-trustee of certain trusts which
hold an aggregate of 654,460 shares of Common Stock and an aggregate of 338,715
shares of Class A Common Stock.

Item 6.   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 the person 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 the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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 the
person's 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 the person 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 the
person's 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 the person is or was acting in any of the capacities set forth above
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person 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

                                      II-3
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 such person 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 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 or her and incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her 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
or she 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, even though
less than a quorum, (ii) if there are no such directors or if such directors so
direct, 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 $25,000,000 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.

                                      II-4
Item 7.   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 8.   Exhibits.

4         Penn Engineering & Manufacturing Corp. 1998 Stock Option Plan for
          Non-Employee Directors.

5         Opinion of Duane, Morris & Heckscher LLP.

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

23.2      Consent of Ernst & Young LLP.

23.3      Consent of DeLoitte & Touche LLP.

24        Power of Attorney (included on the signature pages hereto).

Item 9.   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:

               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

               (iii) 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;

                                      II-5
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Item 9 do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3,
and 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
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

         (b) that for the purpose 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 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-6
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 December 15, 1999.

                                 PENN ENGINEERING & MANUFACTURING CORP.

                                        By:/s/ Kenneth A. Swanstrom
                                           ---------------------------------
                                           Kenneth A. Swanstrom, Chairman of the
                                           Board and Chief Executive Officer

         Know all men by these presents, that each person whose signature
appears below consti tutes 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, Chief                      December 15, 1999
-------------------------------------         Executive Officer and Director (principal
Kenneth A. Swanstrom                          executive officer)

/s/ Martin Bidart                             President, Chief Operating Officer                December 15, 1999
-------------------------------------         and Director
Martin Bidart

/s/ Mark W. Simon                             Vice President - Finance, Corporate               December 15, 1999
-------------------------------------         Secretary and Director (principal financial
Mark W. Simon                                 and accounting officer)

/s/ Willard S. Boothby, Jr.                   Director                                          December 15, 1999
-------------------------------------
Willard S. Boothby, Jr.
II-7
/s/ Lewis W. Hull                             Director                                          December 15, 1999
-------------------------------------
Lewis W. Hull

/s/ Thomas M. Hyndman, Jr.                    Director                                          December 15, 1999
-------------------------------------
Thomas M. Hyndman, Jr.

/s/ Maurice D. Oaks                           Director                                          December 15, 1999
-------------------------------------
Maurice D. Oaks

/s/ Charles R. Smith                          Director                                          December 15, 1999
-------------------------------------
Charles R. Smith

/s/ Daryl L. Swanstrom                        Director                                          December 15, 1999
-------------------------------------
Daryl L. Swanstrom
II-8
EXHIBIT INDEX

                    (Pursuant to Item 601 of Regulation S-K)
Exhibit No.                                 Exhibit                                     Reference
4                 Penn Engineering & Manufacturing Corp. 1998
                  Stock Option Plan for Non-Employee Directors.                       Filed herewith

5                 Opinion of Duane, Morris & Heckscher LLP.                           Filed herewith

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

23.2              Consent of Ernst & Young LLP.                                        Filed herewith

23.3              Consent of DeLoitte & Touche LLP                                     Filed herewith

24                Power of Attorney (see page II-7 of this Registration
                  Statement).