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                              November 10, 2020

       Kenneth Stephon
       Chief Executive Officer
       William Penn Bancorporation
       10 Canal Street, Suite 104
       Bristol, Pennsylvania 19007

                                                        Re: William Penn
Bancorporation
                                                            Registration
Statement on Form S-1
                                                            Filed October 15,
2020
                                                            File No. 333-249492

       Dear Mr. Stephon:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1

       General, page i

   1.                                                   Please provide us with
supplemental copies of all written communications, as defined in
                                                        Rule 405 under the
Securities Act, that you, or anyone authorized to do so on your behalf
                                                        have presented or
expect to present to potential investors in reliance on Section 5(d) of the
                                                        Securities Act, whether
or not you retained, or intend to retain, copies of those
                                                        communications. Please
contact the staff member associated with the review of this filing
                                                        to discuss how to
submit such copies.
   2.                                                   We note that the cover
page of the registration statement indicates William Penn
                                                        Bancorporation and
William Penn Bank 401(k) Retirement Savings Plan as the
                                                        registrant(s). Please
advise if William Penn Bank 401(k) Retirement Saving Plan is
                                                        intended to be a
co-registrant.
 Kenneth Stephon
FirstName LastNameKenneth
William Penn Bancorporation Stephon
Comapany 10,
November  NameWilliam
              2020      Penn Bancorporation
November
Page 2    10, 2020 Page 2
FirstName LastName
3.       We note that the forum selection provision contained in your bylaws
identifies the United
         States District Court for the District of Maryland or, if such court
lacks jurisdiction, any
         Maryland state court that has jurisdiction, as the exclusive forum for
certain litigation,
         including any    derivative action.    Please disclose whether this
provision applies to
         actions arising under the Securities Act or Exchange Act. If so,
please also state that there
         is uncertainty as to whether a court would enforce such provision. If
the provision applies
         to Securities Act claims, please also state that investors cannot
waive compliance with the
         federal securities laws and the rules and regulations thereunder. In
that regard, we note
         that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
         courts over all suits brought to enforce any duty or liability created
by the Securities Act
         or the rules and regulations thereunder. If this provision does not
apply to actions arising
         under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
         provision in the governing documents states this clearly, or tell us
how you will inform
         investors in future filings that the provision does not apply to any
actions arising under the
         Securities Act or Exchange Act. Please include appropriate risk factor
disclosure related
         to your exclusive forum provision. Please also include disclosure
regarding your exclusive
         forum provision under "Description of William Penn Bancorporation
Capital Stock," at
         page 138.
Summary, page 1

4.       We note your disclosure on page 2 that in 2018 you acquired Audubon
Savings Bank.
         Consistent with your disclosure on page 53, please disclose in the
summary that your
         entire executive management leadership team, and a large majority of
the next tier of
         management, joined William Penn Bank in the Audubon Savings Bank
merger or have
         been recruited since your acquisition of Audubon Savings Bank.
5.       Please provide a summary of the risks related to your business and
this offering.
How We Determined the Offering Range and Exchange Ratio, page 5

6.       Please briefly summarize the primary differences between the
registrant and the peer
         group used by the appraiser and the reasons for the downward
adjustments made for
         profitability, growth and viability of earnings and for marketing of
the issue and
         the upward adjustment for financial condition and asset growth.
7.       We note your disclosure of the maximum, midpoint and minimum
price-to-earnings
         multiples on page 7. Please also disclose the multiples for each of
the peer companies
         listed, or advise.
Use of Proceeds, page 33

8.       We note that one of the intended use of proceeds is possible
acquisitions. Please revise to
         disclose any current plans for acquisitions or revise to indicate you
have no current plans.
         Refer generally to Item 504 of Regulation S-K.
 Kenneth Stephon
FirstName LastNameKenneth
William Penn Bancorporation Stephon
Comapany 10,
November  NameWilliam
              2020      Penn Bancorporation
November
Page 3    10, 2020 Page 3
FirstName LastName
Balance Sheet Analysis
Investments, page 56

9.       We note investments increased $67.4 million, or 298.8%, from $22.6
million at June 30,
         2019 to $90.0 million at June 30, 2020. Please revise your next
amendment to disclose
         the reasons for the material change in this line item from
period-to-period. Refer to SEC
         Release 33-8350.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations for the Years Ended June 30, 2020 and 2019, page 64

10.      We note your disclosure in Footnote (1) that, "for a reconciliation of
these Non-GAAP
         measures, see page (*) of this prospectus." We also note that you
include certain Non-
         GAAP disclosures on pages 30-32 at the conclusion of the 'Selected
Consolidated
         Financial and Other Data' section in the footnotes. Please consider
creating a unique and
         separate Non-GAAP disclosure section in your next amendment to
highlight your Non-
         GAAP reconciliations and disclosures in order to present this
information as transparent
         as possible to potential investors.
The Conversion and the Offering
Effect of William Penn, MHC's Assets on Minority Stock Ownership, page 110

11.      Please briefly expand to explain why the exchange ratio will be
adjusted downward to
         reflect assets held by William Penn, MHC.
William Penn Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Goodwill and Intangible Assets, page F-10

12.      We note your disclosure that in certain circumstances, the Company
will record a gain on
         bargain purchase when the fair value of the net assets of the acquired
company exceeds
         the fair value of the equity of the acquired company. Please revise to
briefly explain how
         you determined the fair value of the equity of the acquired company is
a more reliable
         measure than the fair value of the equity interests transferred. Refer
to ASC 805-30-55-3.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

         You may contact David Irving at 202-551-3321 or Sharon Blume at
202-551-3474 if you
 Kenneth Stephon
William Penn Bancorporation
November 10, 2020
Page 4

have questions regarding comments on the financial statements and related
matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.



FirstName LastNameKenneth Stephon                         Sincerely,
Comapany NameWilliam Penn Bancorporation
                                                          Division of
Corporation Finance
November 10, 2020 Page 4                                  Office of Finance
FirstName LastName