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 10, 2008

WILLIAM PENN BANCORP, INC.

(Exact name of Registrant as specified in its Charter)

United States	333-148219	37-1562563
(State or Other Jurisdiction of Incorporation)	(SEC Commission File No.)	(IRS Employer Identification Number)

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:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

WILLIAM PENN BANCORP, INC.

INFORMATION TO BE INCLUDED IN REPORT

Section 8 – Other Events

Item 8.01 Other Events.

On April 10, 2008, William Penn Bancorp, Inc. (the “Company”) issued a press release announcing the anticipated date of the closing of its offering.

A copy of the press release is attached as Exhibit 99 to this report.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99 Press Release Dated April 10, 2008

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:	April 10, 2008	By:	/s/Charles Corcoran
			Charles Corcoran
			President and Chief Executive Officer
			(Duly Authorized Officer)

EX-99

FOR IMMEDIATE RELEASE

April 10, 2008

Contact: Charles Corcoran, President

(215) 945-1200

WILLIAM PENN BANCORP, INC. ANNOUNCES EXPECTED

COMPLETION DATE OF MINORITY STOCK OFFERING

Levittown, Pennsylvania, April 10, 2008 – William Penn Bancorp, Inc., the proposed holding company for William Penn Bank, FSB, announced today that it anticipates closing its minority stock offering on Tuesday, April 15, 2008. Shares of William Penn Bancorp, Inc. common stock are expected to begin trading on the OTC Bulletin Board on Wednesday, April 16, 2008.

All required regulatory approvals from the Office of Thrift Supervision (“OTS”) have been obtained. Closing is pending final receipt of routine closing documents and other certificates.

A total of 1,025,283 shares of William Penn Bancorp, Inc. common stock will be sold in the offering. In addition, upon closing, William Penn, MHC will hold 2,548,713 shares of common stock, or 70% of the outstanding shares of common stock. William Penn Bancorp, Inc. will also contribute $150,000 in cash and 67,022 shares of common stock (approximately 2% of the outstanding shares) to the William Penn Bank Community Foundation.

Keefe, Bruyette & Woods, Inc. acted as financial advisor to William Penn Bancorp, Inc. in connection with the offering. Malizia Spidi & Fisch, PC, Washington, D.C., acted as special counsel to William Penn Bancorp, Inc. Muldoon Murphy & Aguggia LLP, Washington, D.C., acted as counsel to Keefe, Bruyette & Woods, Inc. RP Financial LC. served as independent appraiser.

Subscribers in the offering can obtain additional information by calling our toll-free stock information center help-line at (877) 298-6520.

Forward Looking Statements

This news release contains certain forward looking statements. Forward looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” or “anticipate” or words of similar intent, or future or conditional verbs such as “will,” “would,” “could,” “should” or “may.” Forward looking statements, by their nature, are subject to risks or uncertainties. A number of factors could cause actual results to differ significantly from those described in the forward looking statements. Forward looking statements speak only as of the date they are made. William Penn Bancorp, Inc. does not undertake any obligation to update such forward looking statements.