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)  April 29, 2004

Penn Engineering & Manufacturing Corp.

(Exact name of registrant as specified in its charter)

Delaware	1-5356	23-0951065
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

P.O. Box 1000, Danboro, Pennsylvania 18916

(Address of Principal Executive Office) (Zip Code)

(215) 766-8853

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, If Changed Since Last Report.)

Item 7.     Financial Statements and Exhibits.

(c)

Exhibits.

The following exhibit is filed herewith:

Exhibit No.	Exhibit Description
99.1	Press release issued by Penn Engineering & Manufacturing Corp. (the “Company”) dated April 29, 2004.

Item 12.   Results of Operations and Financial Condition

On April 29, 2004, the Company issued a press release regarding the Company’s financial results for its first quarter ended March 31, 2004. The press release is attached as Exhibit 99.1 to this Form 8-K Current Report. The information in this report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference in any filing under the Securities Act of 1933.

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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.

	PENN ENGINEERING & MANUFACTURING CORP.
Date:  April 29, 2004	By:	/s/ KENNETH A. SWANSTROM
		Kenneth A. Swanstrom Chairman of the Board and Chief Executive Officer

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INDEX TO EXHIBITS

Exhibit No.	Exhibit Title
99.1	Press release issued by Penn Engineering & Manufacturing Corp. (the “Company”) dated April 29, 2004.

EX-99.1

Contact:

Investor Relations Department, Penn Engineering & Manufacturing Corp.

Mark W. Simon, Senior Vice President

Richard F. Davies, Treasurer

(215) 766-3660

Page 1 of 2

For Immediate Release

PENNENGINEERING ANNOUNCES RESULTS FOR FIRST QUARTER 2004 AND INCREASES

QUARTERLY CASH DIVIDEND 16% TO SEVEN CENTS PER SHARE.

Danboro, PA. April 29, 2004 – Penn Engineering & Manufacturing Corp. (NYSE: PNN, NYSE: PNNA) today reported net income for the first quarter of 2004 increased 986% to $5,867,000, or $0.33 per diluted share, from $540,000, or $0.03 per diluted share, for the comparable 2003 quarter. Consolidated net sales increased 41% to $63,307,000 for the first quarter of 2004 from $44,814,000 for the comparable quarter of 2003.

Today the Board of Directors declared a quarterly cash dividend of seven cents per share on both classes of common stock, payable July 15, 2004 to stockholders of record, July 1, 2004.

For the Fastening Technologies segment, operating income increased 553% to $8,681,000 for the first quarter of 2004 from $1,330,000 in the comparable 2003 quarter. Net sales increased 42% to $33,608,000 for the first quarter of 2004 from $23,597,000 in the comparable quarter of 2003.

For the Distribution segment, operating income increased 202% to $1,728,000 for the first quarter of 2004 from $572,000 in the comparable 2003 quarter. Net sales increased 52% to $17,142,000 for the first quarter of 2004 from $11,266,000 in the comparable quarter of 2003.

For the MotionTechnologies segment, operating income increased 36% to $723,000 for the first quarter of 2004 from $531,000 in the comparable 2003 quarter. Net sales increased 26% to $12,557,000 for the first quarter of 2004 from $9,951,000 in the comparable quarter of 2003.

A discussion of the Company’s first quarter performance by Company executives will be held via telephone conference call, Friday, April 30, 2004 at 10:30 AM. There will also be a question and answer period. To access the call, dial 1-800-901-5231, dial-in passcode 66404228. If you are unable to be with us on April 30th, an audio replay will be available shortly following the call. Please dial 888-286-8010 or 617-801-6888, passcode 60788290. A simultaneous Webcast of the conference call will also be available on the Company’s website at

www.penn-eng.com. or www.fulldisclosure.com.

PENN ENGINEERING & MANUFACTURING CORP.

Income Statement Data

Amounts in Thousands, Except Per Share data

	Three Months Ended (Unaudited)
	March 31, 2004			March 31, 2003
Net Sales	$	63,307		$	44,814
Cost of Products Sold		40,785			32,240
Gross Profit		22,522			12,574
Selling Expenses		6,409			5,229
General, and Administrative Expense		7,371			6,267
Operating Income		8,742			1,078
Other Income (Expense):
Interest income		49			47
Interest expense		(96	)		(307	)
Other, net		(128	)		(126	)
Total Other Income (Expense)		(175	)		(386	)
		8,567			692
Provision for Income Taxes		2,700			152
Net Income	$	5,867		$	540
Per Share Data:
Basic earnings	$	0.33		$	0.03
Diluted earnings	$	0.33		$	0.03
Weighted Avg. Shares Outstanding:
Basic shares		17,556			17,383
Diluted shares		17,940			17,408