PENN ENGINEERING & MANUFACTURING CORP
SC 13G, 1997-02-06
BOLTS, NUTS, SCREWS, RIVETS & WASHERS
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)
            Information statement pursuant to Rules 13d-1 and 13d-2

                    Under the Securities Exchange Act of 1934
                                 (Amendment No.)

                Pennsylvania Engineering and Manufacturing Corp.
                                (Name of Issuer)

                               Class B Common Stock
                         (Title of Class of Securities)

                                    707389300
                                 (CUSIP Number)

                    

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).


Page 1 of 8 Pages
<PAGE>
CUSIP No. 707389300   13G     Page 2 of 8 Pages 



  1   NAME OF REPORTING PERSON 
  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 

  Quest Advisory Corp.    13-2579297 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
                                                (a)  [X] 

                                                (b)
  3   SEC USE ONLY 

  4   CITIZENSHIP OR PLACE OF ORGANIZATION 

  U.S.A. 


  NUMBER OF        5  SOLE VOTING POWER 
    SHARES           590,950
 BENEFICIALLY      6      SHARED VOTING POWER 
   OWNED BY 
     EACH          7  SOLE DISPOSITIVE POWER 
  REPORTING          590,950
   PERSON          8  SHARED DISPOSITIVE POWER 
    WITH 

  9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
     REPORTING PERSON 

  590,950
 
 10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) 
     EXCLUDES CERTAIN SHARES             [ ] 
 
 11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
     
8.48%
 
 12  TYPE OF REPORTING PERSON* 
     IA 
 
 
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 707389300   13G     Page 3 of 8 Pages 
  1     NAME OF REPORTING PERSON 
  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 

  Quest Management Company    06-1354019 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
                                                 (a)  [X] 

                                                 (b)   
  3   SEC USE ONLY 
 
  4   CITIZENSHIP OR PLACE OF ORGANIZATION 
 
      U.S.A. 
 
  NUMBER OF        5  SOLE VOTING POWER 
    SHARES           17,600
 BENEFICIALLY      6      SHARED VOTING POWER 
   OWNED BY 
     EACH          7  SOLE DISPOSITIVE POWER 
  REPORTING          17,600
   PERSON          8  SHARED DISPOSITIVE POWER 
    WITH 
 
  9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
     REPORTING PERSON 
 
     17,600
 
  10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) 
      EXCLUDES CERTAIN SHARES             [ ] 
 
  11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
      
0.25%
 
  12  TYPE OF REPORTING PERSON* 
      IA 
<PAGE>
CUSIP No. 707389300   13G     Page 4 of 8 Pages 
   1   NAME OF REPORTING PERSON 
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 
 
       Charles M. Royce    ###-##-#### 
   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
                                                 (a)  [X] 
 
                                                 (b)   
   3   SEC USE ONLY 
 
   4   CITIZENSHIP OR PLACE OF ORGANIZATION 
 
       U.S.A. 
 
  NUMBER OF        5  SOLE VOTING POWER 
    SHARES        See Item 2(a) of attached schedule 
 BENEFICIALLY      6      SHARED VOTING POWER 
   OWNED BY 
     EACH          7  SOLE DISPOSITIVE POWER 
  REPORTING       See Item 2(a) of attached schedule 
   PERSON          8  SHARED DISPOSITIVE POWER 
    WITH 
 
   9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
      REPORTING PERSON 
 
      See Item 2(a) of attached schedule 
  10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) 
      EXCLUDES CERTAIN SHARES             [ ] 
 
  11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
      See Item 2(a) of attached schedule 
 
  12  TYPE OF REPORTING PERSON* 
      IN 
 
<PAGE>
CUSIP No. 707389300   13G     Page 5 of 8 Pages 
Item 1(a)    Name of Issuer: 
 
      Penn Engineering and
 
Item 1(b)    Address of Issuer's Principal Executive Offices: 
 
Mr. Richard F. Davies
5190 Old Easton Road
Danboro, PA   18916 
 
Item 2(a)    Name of Persons Filing: 
 
     Quest Advisory Corp. ("Quest"), Quest Management Company  
("QMC"), and Charles M. Royce.  Mr. Royce may be deemed to be a  
controlling person of Quest and QMC, and as such may be deemed to  
beneficially own the shares of 
Common Stock of Pennsylvania Engineering and Manufacturing Corp.
beneficially owned by Quest and QMC.  Mr. Royce does not own any shares  
outside of Quest and QMC, and disclaims beneficial ownership of the  
shares held by Quest and QMC.  
 
Item 2(b)    Address of Principal Business Office, or, if None, Residence: 
 
     1414 Avenue of the Americas, New York, NY  10019         
 
Item 2(c)    Citizenship: 
 
     Quest is a New York Corporation, QMC is a Connecticut General  
Partnership, and Mr. Royce is a citizen of the U.S.A.       
Item 2(d)    Title of Class of Securities: 
 
     Class B Common Stock
Item 2(e)    CUSIP Number: 
 
     707389300
 
Item 3   If this statement is filed pursuant to rules 13d-1(b), or 13d- 
         2(b), check whether the person filing is a: 
 
     (a) [ ] Broker or Dealer registered under Section 15 of the  
             Act 
     (b) [ ] Bank as defined in Section 3(a)(6) of the Act 
     (c) [ ] Insurance Company as defined in Section 3(a)(19) of  
             the Act
     (d) [ ] Investment Company registered under Section 8 of  
             the Investment Company Act 
     (e) [ ] Investment Adviser registered under Section 203 of  
             the Investment Advisers Act of 1940 
     (f) [ ] Employee Benefit Plan, Pension Fund which is  
             subject to the provisions of the Employee  
             Retirement Income Security Act of 1974 or Endowment  
             Fund 
     (g) [ ] Parent Holding Company, in accordance with Rule 13d-1 (b)(ii)(G)
     (h) [X] Group 
<PAGE>
CUSIP No. 707389300   13G     Page 6 of 8 Pages 
 
 Item 4  Ownership 
 
     (a) Amount Beneficially Owned 
          Quest:       590,950
          QMC:         17,600
 
     (b) Percent of Class: 
          Quest:       8.48%
          QMC:         0.25%
 
     (c)     Number of shares as to which such person has: 
 
         (i) sole power to vote or to direct the vote 
                                 Quest        590,950
                                 QMC          17,600
 
         (ii)    shared power to vote or to direct the vote 
                                  
                                  
 
        (iii)    sole power to dispose or to direct the disposition  
                 of                   Quest      590,950
                                      QMC        17,600
 
         (iv)    shared power to dispose or to direct the  
                 disposition of            
                                           
 
See item 2(a) above for information relating to the beneficial
 ownership of Mr. Royce.  
 
Item 5   Ownership of Five Percent or Less of a Class. (       ) 
 
Item 6   Ownership of More than Five Percent on Behalf of Another  
         Person. 
 
             NOT APPLICABLE 
 
Item 7   Identification and Classification of the Subsidiary Which  
         Acquired the Security Being Reported on by the Parent Holding  
         Company. 
 
             NOT APPLICABLE 
 
Item 8   Identification and Classification of Members of the Group. 
 
     This filing is on behalf of Quest, QMC and Mr. Royce as  
members of a group pursuant to Rule 13d-(1)(b)(ii)(H).  Each of Quest  
and QMC are investment advisers registered under Section 203 of the  
Investment Advisers Act of 1940. 
 
Item 9   Notice of Dissolution of Group. 
             NOT APPLICABLE 
<PAGE>
CUSIP No. 707389300   13G     Page 7 of 8 Pages 
 
Item 10  Certification. 
 
 By signing below each of the undersigned certifies that, to the  
best of its knowledge or 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  
purpose or effect. 
 
 Exhibits 1. Agreement to file Schedule 13G jointly. 
 
 
                                   Signature 
 
 After reasonable inquiry and to the best of its knowledge and  
belief, each of the undersigned certifies that the information set forth  
in this statement with respect to it is true, complete and correct. 
 
Date:    February 4, 1997
 
Quest Advisory Corp. 
 
    S/JACK E. FOCKLER                S/JOHN E. DENNEEN
By: Jack E. Fockler                  John E. Denneen atty - in - fact
   Signature                         Charles M. Royce 
 
Quest Management Company 
 
    S/JACK E. FOCKLER
By: Jack E. Fockler
   Signature 
 
<PAGE>
CUSIP No. 707389300   13G     Page 8 of 8 Pages 
                                    Exhibit 1
                                    AGREEMENT
 
     AGREEMENT dated as of February 4, 1997 between
Quest Advisory Corp. ("Quest"), a New York corporation, Quest Management  
Company ("QMC"), a Connecticut general partnership, and Charles M.  
Royce.
 
     WHEREAS, pursuant to paragraph (f) of Rule 13d-1 promulgated  
under Subsection 13(d)(1) of the Securities Exchange Act of 1934, as  
amended (the "1934 Act"), the parties hereto have decided to satisfy  
their filing obligations under the 1934 Act by a single joint filing: 
 
     NOW, THEREFORE, the undersigned hereby agree as follows: 
 
     1.    The Schedule 13G with respect to Pennsylvania Engineering and
Manfacturing Corp. to which this is attached as Exhibit 1 is filed on 
behalf of Quest, QMC and Mr. Royce. 
 
     2.    Each of Quest, QMC and Mr. Royce is responsible for the  
completeness and accuracy of the information concerning such person  
contained therein; provided that each person is not responsible for the  
completeness or accuracy of the information concerning any other person  
making such filing. 
 
 
     IN WITNESS WHEREOF, the undersigned hereunto set their hands  
as of the date first above written. 
 
                     QUEST ADVISORY CORP. 
 
                         S/JACK E. FOCKLER
                     By: Jack E. Fockler
 
 
                     QUEST MANAGEMENT COMPANY 
 
                         S/JACK E. FOCKLER
                     By: Jack E. Fockler
 
 
                     S/JOHN E. DENNEEN
                     John E. Denneen atty-in-fact 
                         Charles  M. Royce 



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