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)  October 28, 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 2.02

Results of Operations and Financial Condition

On October 28, 2004, the Company issued a press release regarding the Company’s financial results for its third quarter ended September 30, 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.

Item 9.01

Financial Statements and Exhibits.

(c)

Exhibits.

The following exhibit is filed herewith:

Exhibit No.	Description
99.1	Press release issued by Penn Engineering & Manufacturing Corp. (the “Company”) dated October 28, 2004.

2

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:  October 28, 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.	Description
99.1	Press release issued by Penn Engineering & Manufacturing Corp. (the “Company”) dated October 28, 2004.

EX-99.1

Exhibit 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 THIRD QUARTER 2004 AND DECLARES QUARTERLY CASH DIVIDEND OF SEVEN CENTS PER SHARE.

Danboro, PA. October 28, 2004 – Penn Engineering & Manufacturing Corp. (NYSE: PNN, NYSE: PNNA) today reported net income for the third quarter of 2004 increased 197% to $4,381,000, or $0.24 per diluted share, from $1,477,000, or $0.08 per diluted share, for the comparable 2003 quarter. Consolidated net sales increased 29% to $59,962,000 for the third quarter of 2004 from $46,321,000 for the comparable quarter of 2003.

For the nine months ended September 30, 2004, net income increased 366% to $15,559,000, or $0.87 per diluted share, from $3,337,000, or $0.19 per diluted share, for the nine months ended September 30, 2003. Consolidated net sales for the nine months ended September 30, 2004 increased 33% to $184,978,000 from $138,574,000 for the nine months ended September 30, 2003.

Today the Board of Directors declared a quarterly cash dividend of seven cents per share on both classes of common stock, payable January 17, 2005 to stockholders of record, December 31, 2004.  

For the Fastening Technologies segment, operating income increased 250% to $23,578,000 for the nine months ended September 30, 2004 from $6,743,000 in the similar period in 2003. Net sales increased 40% to $98,525,000 for the nine months ended September 30, 2004 from $70,420,000 in the similar period in 2003.

For the Distribution segment, operating income increased 97% to $3,428,000 for the nine months ended September 30, 2004 from $1,741,000 in the similar period in 2003. Net sales increased 33% to $48,332,000 for the nine months ended September 30, 2004 from $36,445,000 in the similar period in 2003.

For the MotionTechnologies segment, operating income increased 34% to $2,560,000 for the nine months ended September 30, 2004 from $1,907,000 in the similar period in 2003. Net sales increased 20% to $38,121,000 for the nine months ended September 30, 2004 from $31,709,000 in the similar period in 2003.

A discussion of the Company’s third quarter performance by Company executives will be held via telephone conference call, Friday, October 29, 2004 at 10:30 AM.  There will also be a question and answer period. To access the call, dial 1-800-510-0146, dial-in passcode 42934123.  If you are unable to be with us on October 29th, an audio replay will be available shortly following the call. Please dial 888-286-8010 or 617-801-6888, passcode 58743165. 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)						Nine Months Ended (Unaudited)
	September 30, 2004			September 30, 2003			September 30, 2004			September 30, 2003
Net Sales	$	59,962		$	46,321		$	184,978		$	138,574
Cost of Products Sold		40,880			32,728			122,780			99,408
Gross Profit		19,082			13,593			62,198			39,166
Selling Expenses		6,102			5,054			18,544			15,765
General, and Administrative Expense		6,649			6,562			20,966			18,911
Operating Income		6,331			1,977			22,688			4,490
Other Income (Expense):
Interest income		35			13			97			114
Interest expense		(73	)		(176	)		(240	)		(701	)
Other, net		150			201			336			488
Total Other Income (Expense)		112			38			193			(99	)
Income Before Income Taxes		6,443			2,015			22,881			4,391
Provision for Income Taxes		2,062			538			7,322			1,054
Net Income	$	4,381		$	1,477		$	15,559		$	3,337
Per Share Data:
Basic earnings	$	0.25		$	0.08		$	0.88		$	0.19
Diluted earnings	$	0.24		$	0.08		$	0.87		$	0.19
Weighted Avg. Shares Outstanding:
Basic shares		17,704			17,451			17,632			17,424
Diluted shares		18,029			17,704			17,922			17,561