SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* KAY ALAN (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/05/2003	3. Issuer Name and Ticker or Trading Symbol PENN ENGINEERING & MANUFACTURING CORP [ PNN&PNN.A ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President of Arconix/USA	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $.01 par value	487.321(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	12/08/2000(2)	12/08/2009	Common Stock	2,000	12.688	D
Employee Stock Option (right to buy)	12/06/2001(3)	12/06/2010	Common Stock	2,000	18.063	D
Employee Stock Option (right to buy)	12/05/2002(4)	12/05/2011	Common Stock	20,000	16.58	D
Employee Stock Option (right to buy)	12/05/2003(5)	12/05/2012	Common Stock	20,000	11.7	D

Explanation of Responses:

1. Reflects shares purchased under the Penn Engineering & Manufacturing Corp. Stock Purchase Plan.

2. These options were granted pursuant to Rule 16b-3 under the Company's 1999 Stock Option Plan. These options vest in four cumulative annual installments of 500 shares each commencing the first anniversary after the grant date 12/08/1999.

3. These options were granted pursuant to Rule 16b-3 under the Company's 1999 Stock Option Plan. These options vest in four cumulative annual installments of 500 shares each commencing the first anniversary after the grant date 12/06/2000.

4. These options were granted pursuant to Rule 16b-3 under the Company's 1999 Stock Option Plan. These options vest in four cumulative annual installments of 5,000 shares each commencing the first anniversary after the grant date 12/05/2001.

5. These options were granted pursuant to Rule 16b-3 under the Company's 1999 Stock Option Plan. These options vest in four cumulative annual installments of 5,000 shares each commencing the first anniversary after the grant date 12/05/2002.

	/S/Alan M. Kay	06/05/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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