8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 18, 2008

WILLIAM PENN BANCORP, INC.

(Exact name of Registrant as specified in its Charter)

United States	0-53172	37-1562563
(State or Other Jurisdiction of Incorporation)	(SEC Commission File Number)	(IRS Employer Identification No.)

8150 Route 13, Levittown, Pennsylvania	19057
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 945-1200

Not Applicable

(Former name or former address, if changed since last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

WILLIAM PENN BANCORP, INC.

INFORMATION TO BE INCLUDED IN REPORT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective June 18, 2008, William F. Heefner resigned from the Registrant’s Board of Directors and the Registrant amended its Bylaws to reduce the size of its board of directors from six to five effective therewith.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
3.2	Amendment to Bylaws

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

			WILLIAM PENN BANCORP, INC.
Date:	June 27, 2008	By:	/s/ Charles Corcoran
			Charles Corcoran
			President and Chief Executive Officer
			(Duly Authorized Officer)

EX-3

WILLIAM PENN BANCORP, INC.

RESOLUTIONS OF THE BOARD OF DIRECTORS

June 18, 2008

WHEREAS, Director William F. Heefner, Esq. has submitted his resignation from the Board of Directors of William Penn Bancorp, Inc. (the “Company”);

WHEREAS, upon Mr. Heefner’s resignation from the Board, the number of the directors of the Company will decrease from six (6) to five (5); and

WHEREAS, in order to conform the size of the Board of Directors to the provisions of the Company’s Bylaws, it is necessary to amend the Bylaws to reflect the new number of directors;

NOW, THEREFORE, BE IT:

RESOLVED, that the resignation of Director Heefner be, and it hereby is, accepted by the Board; and

FURTHER RESOLVED, that Article III, Section 2 of the Bylaws of the Company be, and it hereby is, amended, effective as of the date of this meeting, to decrease the stated number of directors of the Company from six (6) to five (5); and

FURTHER RESOLVED, that the appropriate officers of the Company be, and they hereby are, authorized and directed to file the above amendment to the Bylaws of the Company with the Office of Thrift Supervision and to take all other such actions as may be necessary or appropriate to carry the foregoing resolution into effect.

***

The undersigned Corporate Secretary of the Company does hereby certify that the foregoing is a true and correct copy of an extract of the minutes of a meeting of the Board of Directors of the Company held on June 18, 2008, a quorum being present, at which meeting the foregoing resolutions were approved by at least a majority of the full Board.

/s/ Terry L Sager

Terry L. Sager

Corporate Secretary