Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
SIMON MARK W
   2. Issuer Name and Ticker or Trading Symbol
PENN ENGINEERING & MANUFACTURING CORP [PNN&PNNA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President Finance/
(Last)
(First)
(Middle)
PENN ENGINEERING & MANUFACTURING CORP., 5190 OLD EASTON RD.		 3. Date of Earliest Transaction (Month/Day/Year)
05/25/2005
(Street)

DANBORO, PA 18916		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.01 par value 05/25/2005   D   5,409.893 D (1) 0 D  
Common Stock, $.01 par value 05/25/2005   D   1,000 D (1) 0 D  
Common Stock, $.01 par value 05/25/2005   D   238 D (1) 0 I By daughter
Common Stock, $.01 par value 05/25/2005   D   200 D (1) 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $ 9.188 05/25/2005   D     20,000 (2) 12/04/1997 12/04/2006 Common Stock 20,000 (2) (2) 0 D  
Employee Stock Option $ 12.813 05/25/2005   D     20,000 (2) 12/16/1998 12/16/2007 Common Stock 20,000 (2) (2) 0 D  
Employee Stock Option $ 11 05/25/2005   D     20,000 (2) 12/14/1999 12/14/2008 Common Stock 20,000 (2) (2) 0 D  
Employee Stock Option $ 12.688 05/25/2005   D     20,000 (2) 12/08/2000 12/08/2009 Common Stock 20,000 (2) (2) 0 D  
Employee Stock Option $ 18.063 05/25/2005   D     30,000 (2) 12/06/2001 12/06/2010 Common Stock 30,000 (2) (2) 0 D  
Employee Stock Option $ 16.58 05/25/2005   D     30,000 (2) 12/05/2002 12/05/2011 Common Stock 30,000 (2) (2) 0 D  
Employee Stock Option $ 11.7 05/25/2005   D     30,000 (2) 12/05/2003 12/05/2012 Common Stock 30,000 (2) (2) 0 D  
Employee Stock Option $ 17.3 05/25/2005   D     30,000 (2) 12/03/2004 12/03/2013 Common Stock 30,000 (2) (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SIMON MARK W
PENN ENGINEERING & MANUFACTURING CORP.
5190 OLD EASTON RD.
DANBORO, PA 18916		   X     Senior Vice President Finance/  

Signatures

 /s/ Mark W. Simon   05/25/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Sale of Stock: Pursuant to the Agreement and Plan of Merger, dated as of January 17, 2005, as amended as of May 10, 2005, by and among PEM Holding Co., PN Merger Sub, Inc. and Penn Engineering & Manufacturing Corp. (the"Company"), each issued and outstanding share of the Company's common stock and class A common stock has been converted as of the effective time of the merger into the right to receive $18.25 in cash, without interest, except for shares for which appraisal rights have been perfected under Delaware law.
(2) Cash-Out of Stock Options: Pursuant to the Agreement and Plan of Merger, dated as of January 17, 2005, as amended as of May 10, 2005, by and among PEM Holding Co., PN Merger Sub, Inc. and Penn Engineering & Manufacturing Corp. (the"Company"), this option was canceled in exchange for a cash payment of $18.25 by the Company, representing the difference between the exercise price of the option and the $18.25 per share merger consideration.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.