<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment Number 2
Penn Engineering and Manufacturing Corp.
______________________________________________________________________________
(Name of Issuer)
Common Stock
______________________________________________________________________________
(Title of Class of Securities)
707389102
______________________________________________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement
CUSIP No.
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons
PNC Bank Corp. 25-143-5979
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a)
b)
3) SEC USE ONLY
4) Citizenship or Place of Organization Pennsylvania
Number of Shares 5) Sole Voting Power 98,472
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 0
7) Sole Dispositive Power 0
8) Shared Dispositive Power 98,472
9) Aggregate Amount Beneficially Owned by Each Reporting Person
98,472
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11) Percent of Class Represented by Amount in Row (9) 5.76
12) Type of Reporting Person (See Instructions) HC
<PAGE> 2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment Number 2
Penn Engineering and Manufacturing Corp.
______________________________________________________________________________
(Name of Issuer)
Common Stock
______________________________________________________________________________
(Title of Class of Securities)
707389102
______________________________________________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement
CUSIP No.
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
above persons
PNC Bancorp, Inc. 51-0326854
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a)
b)
3) SEC USE ONLY
4) Citizenship or Place of Organization Delaware
Number of Shares 5) Sole Voting Power 98,472
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 0
7) Sole Dispositive Power 0
8) Shared Dispositive Power 98,472
9) Aggregate Amount Beneficially Owned by Each Reporting Person
98,472
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11) Percent of Class Represented by Amount in Row (9) 5.76
12) Type of Reporting Person (See Instructions) HC
<PAGE> 3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment Number 2
Penn Engineering and Manufacturing Corp.
______________________________________________________________________________
(Name of Issuer)
Common Stock
______________________________________________________________________________
(Title of Class of Securities)
707389102
______________________________________________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement
CUSIP No.
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
above persons
PNC Bank, N.A. 25-1197336
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a)
b)
3) SEC USE ONLY
4) Citizenship or Place of Organization United States
Number of Shares 5) Sole Voting Power 98,472
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 0
7) Sole Dispositive Power 0
8) Shared Dispositive Power 98,472
9) Aggregate Amount Beneficially Owned by Each Reporting Person
98,472
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11) Percent of Class Represented by Amount in Row (9) 5.76
12) Type of Reporting Person (See Instructions) BK
<PAGE> 4
Item 4 - Ownership:
(a) Amount Beneficially Owned:
98,472
(b) Percent of Class:
5.76
(c) Number of shares to which such person has:
(i) sole power to vote or to direct the vote 98,472
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition of 98,472
<PAGE> 5
Item 10 - Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
February 14, 1995
_____________________________________________________________________
Date
/s/ William F. Strome
_____________________________________________________________________
Signature - PNC Bank Corp.
William F. Strome, Senior Vice President
____________________________________________________________________
Name/Title
February 14, 1995
____________________________________________________________________
Date
/s/ Paul L. Audet
____________________________________________________________________
Signature - PNC Bancorp, Inc.
Paul L. Audet, Vice President
____________________________________________________________________
Name/Title
February 14, 1995
____________________________________________________________________
Date
/s/ William F. Strome
____________________________________________________________________
Signature - PNC Bank, National Association
William F. Strome, Senior Vice President
____________________________________________________________________
Name/Title
See Agreement Attached as Exhibit A
<PAGE> 6
AGREEMENT EXHIBIT A
February 9, 1995
The undersigned hereby agree to file a joint statement on Schedule 13G
under the Securities Exchange Act of 1934 (the "Act") in connection with their
beneficial ownership of common stock issued by Penn Engineering and
Manufacturing Corp.
Each of the undersigned states that it is entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.
Each of the undersigned is responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and accuracy of
the information concerning each of them contained therein but none is
responsible for the completeness or accuracy of the information concerning the
others.
PNC BANK CORP.
BY: /s/ William F. Strome
________________________________________
William F. Strome, Senior Vice President
PNC BANCORP, INC.
BY: /s/ Paul L. Audet
________________________________________
Paul L. Audet, Vice President
PNC BANK, NATIONAL ASSOCIATION
BY: /s/ William F. Strome
________________________________________
William F. Strome, Senior Vice President
