EXHIBIT 3(ii)

                     PENN ENGINEERING & MANUFACTURING CORP.

                                     BY-LAWS

                         AMENDED AS OF JANUARY 31, 2002

ARTICLE I - OFFICES

     1. The registered office of the Company shall be at such location in the
State of Delaware as may be determined from time to time by the Board of
Directors.

     2. The principal office of the Company shall be at such location within or
without the State of Delaware as may be determined from time to time by the
Board of Directors, and the Company may have offices at such other places within
or without the State of Delaware as the Board of Directors may determine from
time to time, or as the business of the Company may require.

ARTICLE II - SEAL

     3. The Corporate Seal shall have inscribed thereon the name of the Company,
Penn Engineering & Manufacturing Corp., the year of its organization, 1942, and
the words Corporate Seal, Delaware.

ARTICLE III - STOCKHOLDERS MEETINGS

     4. All meetings of the Stockholders shall be held at such place or places
within or without the State of Delaware as the Board of Directors may determine
from time to time or as shall be specified or fixed in the notice of the meeting
or in a waiver of notice thereof.

     5. The Annual Meeting of Stockholders shall be held on such date and time
as the Board of Directors may designate and as shall be specified in the Notice
of the meeting or in a duly executed waiver of Notice thereof. In the absence of
such a designation by the Board of Directors, the Annual Meeting of Stockholders
shall be held during the month of May each year on a date to be determined from
year-to-year by the Board of Directors. At the Annual Meeting of Stockholders,
the Stockholders shall elect directors and transact such other business as may
be properly brought before the meeting.

     6. Stockholder Proposals:

          (a) Stockholder Proposals Relating to Nominations for and Election of
Directors:

          (1) A Stockholder, whether or not entitled to vote in the election of
directors, may nominate one or more candidates for election as a director by
Stockholders at any meeting

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of Stockholders at which Directors are to be elected, or upon written consent
without a meeting. Such proposal may only be made by notice in writing,
delivered in person or by first class United States mail postage prepaid or by
reputable overnight delivery service, to the Board of Directors of the Company
to the attention of the Secretary of the Company at the principal office of the
Company, within the time limits specified in this Section 6(a).

          (2) In the case of an annual meeting of Stockholders, any such written
proposal of nomination must be received by the Secretary of the Company not less
than 90 calendar days nor more than 120 calendar days before the first
anniversary of the date on which the Company first mailed its proxy statement to
Stockholders for the annual meeting of Stockholders in the immediately preceding
year; provided, however, that in the case of an annual meeting of Stockholders
that is called for a date which is not within 30 calendar days before or after
the first anniversary date of the annual meeting of Stockholders in the
immediately preceding year, any such written proposal of nomination must be
received by the Board of Directors within five business days after the earlier
of the date the Company shall have mailed notice to its Stockholders that an
annual meeting of Stockholders will be held, issued a press release, filed a
periodic report with the Securities and Exchange Commission, or otherwise
publicly disseminated notice that an annual meeting of Stockholders will be
held.

          (3) In the case of a special meeting of Stockholders, any such written
proposal of nomination must be received by the Secretary of the Company within
five business days after the earlier of the date that the Company shall have
mailed notice to its Stockholders that a special meeting of Stockholders will be
held, issued a press release, filed a periodic report with the Securities and
Exchange Commission, or otherwise publicly disseminated notice that a special
meeting of Stockholders will be held.

          (4) In the case of Stockholder action by written consent with respect
to the election by Stockholders of a candidate as director, the Stockholder
seeking to have the Stockholders elect such candidate by written consent shall,
by written notice to the Board of Directors, set forth the information
prescribed in clause (5) of this Section 6(a) and request the Board of Directors
to fix a record date for determining Stockholders entitled to consent to
corporate action in writing without a meeting. The Board of Directors shall
promptly, but in no event later than the tenth day after the date on which such
notice is received, adopt a resolution fixing such record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which date shall not be more than ten
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date is fixed by the Board of Directors
within such time period, such record date shall be determined in accordance with
the provisions of Section 213(b) of the Delaware General Corporation Law, or any
successor provision.

          (5) Such written proposal of nomination shall set forth (A) the name
and address of the Stockholder who intends to make the nomination (the
Nominating Stockholder), (B) the name, age, business address, and, if known,
residence address of each person so proposed, (C) the principal occupation or
employment for the past five years of each person so proposed, (D) the
qualifications of the person so proposed, (E) the number of shares of capital
stock of the Company beneficially owned within the meaning of Securities and
Exchange

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Commission Rule 13d-1 by each person so proposed and the earliest date of
acquisition of any such capital stock, (F) a description of any arrangement or
understanding between each person so proposed and the Nominating Stockholder
with respect to such person's proposal for nomination and election as a director
and actions to be proposed or taken by such person as a director, (G) the
written consent of each person so proposed to serve as a director if nominated
and elected as a Director, and (H) such other information regarding each such
person as would be required under the proxy solicitation rules of the Securities
and Exchange Company if proxies were to be solicited for the election as a
Director of each person so proposed.

          (6) If a written proposal of nomination submitted to the Secretary of
the Company fails, in the reasonable judgment of the Board of Directors or the
Nominating Committee of the Board of Directors, to contain the information
specified in clause (5) hereof or is otherwise deficient, the Secretary shall,
as promptly as is practicable under the circumstances, provide written notice to
the Nominating Stockholder of such failure or deficiency in the written proposal
of nomination and such Nominating Stockholder shall have five business days from
receipt of such notice to submit a revised written proposal of nomination that
corrects such failure or deficiency in all material respects.

          (7) Nominations by a Stockholder of candidates for election to the
Board of Directors by Stockholders or upon written consent without a meeting may
be made only if the Stockholder complies with the procedures of this Section
6(a), and any candidate proposed by a Stockholder not nominated in accordance
with such provisions shall not be considered or acted upon for election as a
Director at such meeting of Stockholders.

          (b) Stockholder Proposals Relating to Matters Other Than Nominations
for and Elections of Directors:

          (1) A Stockholder of the Company may bring a matter (other than a
nomination of a candidate for election as a director which is covered by
subsection (a) of this Section 6) (a Stockholder Matter) before a meeting of
Stockholders or for action by written consent without a meeting only if such
Stockholder Matter is a proper matter for Stockholder action and such
Stockholder shall have provided notice in writing, delivered in person or by
first class United States mail postage prepaid or by reputable overnight
delivery service, to the Board of Directors of the Company to the attention of
the Secretary of the Company at the principal office of the Company, within the
time limits specified in this Section 6(b), provided, however, that a proposal
submitted by a Stockholder for inclusion in the Company's Proxy Statement for an
Annual Meeting that is appropriate for inclusion therein and otherwise complies
with the provisions of Rule 14a-8 under the Securities Exchange Act of 1934,
including timeliness, shall be deemed to have also been submitted on a timely
basis pursuant to this Section 6(b).

          (2) In the case of an annual meeting of Stockholders, any such written
notice of presentation of a Stockholder Matter must be received by the Board of
Directors not less than 90 calendar days nor more than 120 calendar days before
the first anniversary of the date on which the Company first mailed its proxy
statement to Stockholders for the annual meeting of Stockholders in the
immediately preceding year; provided, however, that in the case of an annual
meeting of Stockholders that is called for a date which is not within 30
calendar days before or

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after the first anniversary date of the annual meeting of Stockholders in the
immediately preceding year, any such written notice of presentation of a
Stockholder Matter must be received by the Secretary of the Company within five
business days after the earlier of the date the Company shall have mailed notice
to its Stockholders that an annual meeting of Stockholders will be held, issued
a press release, filed a periodic report with the Securities and Exchange
Commission or otherwise publicly disseminated notice that an annual meeting of
Stockholders will be held.

          (3) In the case of a special meeting of Stockholders, any such written
notice of presentation of a Stockholder Matter must be received by the Secretary
of the Company within five business days after the earlier of the date the
Company shall have mailed notice to its Stockholders that a special meeting of
Stockholders will be held, issued a press release, filed a periodic report with
the Securities and Exchange Commission, or otherwise publicly disseminated
notice that a special meeting of Stockholders will be held.

          (4) In the case of Stockholder action by written consent, the
Stockholder seeking to have the Stockholders authorize or take corporate action
by written consent shall, by written notice to the Board of Directors, set forth
the written proposal and request the Board of Directors to fix a record date for
determining Stockholders entitled to consent to corporate action in writing
without a meeting. The Board of Directors shall promptly, but in no event later
than the tenth day after the date on which such notice is received, adopt a
resolution fixing such record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. If no record date is fixed by the Board of Directors within such time
period, such record date shall be determined in accordance with the provisions
of Section 213(b) of the Delaware General Corporation Law, or any successor
provision.

          (5) Such written notice of presentation of a matter shall set forth
information regarding such Stockholder Matter equivalent to the information
regarding such Stockholder Matter that would be required under the proxy
solicitation rules of the Securities and Exchange Commission if proxies were
solicited for Stockholder consideration of such matter at a meeting of
Stockholders.

          (6) If a written notice of presentation of a matter submitted to the
Board of Directors fails, in the reasonable judgment of the Board of Directors,
to contain the information specified in clause five (5) hereof or is otherwise
deficient, the Secretary of the Company shall, as promptly as is practicable
under the circumstances, provide written notice to the Stockholder who submitted
the written notice of presentation of a Stockholder Matter of such failure or
deficiency in the written notice of presentation of a matter and such
Stockholder shall have five business days from receipt of such notice to submit
a revised written notice of presentation of a Stockholder Matter that corrects
such failure or deficiency in all material respects.

          (7) Only Stockholder Matters submitted in accordance with the
foregoing provisions of this Section 6(b) shall be eligible for presentation at
such meeting of Stockholders, or for action by written consent without a
meeting, and any Stockholder Matter not submitted to

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the Board of Directors in accordance with such provisions shall not be
considered or acted upon at such meeting of Stockholders.

     7. The presence, in person or by proxy, at all meetings of Stockholders, of
Stockholders entitled to vote a majority of the votes which all Stockholders are
entitled to cast on the particular matter, shall constitute a quorum for the
purpose of considering such matter, except as otherwise provided by law, by the
Certificate of Incorporation, or by these By-laws. The Stockholders present, in
person or by proxy, at a duly organized meeting, can continue to do business
until adjournment, notwithstanding the withdrawal of enough Stockholders to
leave less than a quorum remaining at the meeting. If, however, a meeting of the
Stockholders cannot be organized because a quorum has not attended, those
Stockholders entitled to vote thereat, present in person or by proxy at the
meeting, shall have the power to adjourn the meeting to such time as they may
determine without notice other than announcement at the meeting, until a quorum
shall be present.

     8. Except as otherwise provided by the Certificate of Incorporation, by
statute or by these By-laws, at every Stockholders' meeting, every Stockholder
entitled to vote thereat shall have the right to one vote for each share of
stock having voting power standing in his name on the books of the Company on
the record date fixed for the meeting. At each meeting of the Stockholders,
every Stockholder entitled to vote thereat shall be entitled to vote in person
or by proxy. Cumulative voting rights do not exist with respect to the election
of directors. A Stockholder may authorize another person or persons to act for
such Stockholder as proxy by any means authorized by the state of Delaware
General Corporation Law and transmitted or delivered to the Secretary of the
Company at the Meeting. No proxy shall be voted on after three years from its
date, unless the proxy provides for a longer period. No share shall be voted on
at any meeting upon which any installment is due and unpaid. The original share
ledger or transfer book or a duplicate thereof, kept at the principal office of
the Company, shall be the only evidence of the right of the person named therein
to vote thereon.

     9. Written notice of the Annual Meeting shall be mailed to each Stockholder
entitled to vote thereat at such address as appears on the books of the Company
not less than twenty nor more than sixty days prior to the meeting.

     10. In advance of any meeting of Stockholders, the Board of Directors may
appoint inspectors of election who need not be Stockholders to act at such
meeting or any adjournment thereof. If inspectors of election are not so
appointed, the chairman of any such meeting may, and on the request of any
Stockholder or his proxy shall, make the appointment at the meeting. There shall
be an odd number of inspectors. On request of the chairman of the meeting, or of
any Stockholder or his proxy, the inspector(s) shall make a report in writing of
any challenge or question or matter determined by them and execute a certificate
of any fact found by them. No person who is a candidate for office shall act as
a judge.

     11. Special meetings of the Stockholders for any purpose or purposes unless
otherwise prescribed by the Certificate of Incorporation or by statute may be
called at any time by the Chairman of the Board, the President, or a majority of
the Board of Directors. Such request shall state the purpose or purposes of the
proposed special meeting. Upon written request

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of any person or persons who have duly called a special meeting, it shall be the
duty of the Chairman of the Board, the President, or the Secretary to fix the
date of the meeting, to be held not less than ten nor more than sixty days after
receipt of the request, and to give due notice thereof.

     12. Business transacted at all special meetings shall be confined to the
subjects stated in the call.

     13. Written notice of a special meeting of Stockholders stating the time
and place and object thereof shall be mailed, postage prepaid, to each
Stockholder entitled to vote thereat at such address as appears on the books of
the Company not less than ten nor more than sixty days before such meeting
unless a greater period of notice is required by statute in a particular case.

     14. The officer or agent having charge of the transfer books shall make, at
least ten days before each meeting of Stockholders, a complete list of the
Stockholders entitled to vote at the meeting, arranged in alphabetical order,
with the address of and the number of shares registered in the name of each
Stockholder, which list shall be subject to inspection by any Stockholder at any
time during normal business hours at the registered office of the Company for a
period of at least ten days prior to the meeting. Such list shall also be
available during said ten day period at a place in the city where the meeting is
to be held and shall be subject to the inspection of any Stockholder during the
whole time of the meeting. The original share ledger or transfer book, or a
duplicate thereof, shall be the only evidence as to who are the Stockholders
entitled to examine such list or share ledger or transfer book or to vote in
person or by proxy at any meeting of Stockholders.

     15. Whenever the vote of Stockholders at a meeting thereof is required or
permitted to be taken in connection with any corporate action by any provisions
of the statutes or of the Certificate of Incorporation, the meeting and vote of
Stockholders may be dispensed with, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
entitled to vote having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
Secretary of the Company at its principal place of business.

ARTICLE IV - DIRECTORS

     16. (a) The business and affairs of the Company shall be managed by or
under the direction of the Board of Directors. The number of directors shall be
determined by the Board of Directors from time to time, but shall not be fewer
than three nor more than twelve. No person who is 70 years of age or older shall
be eligible for election or re-election as a director unless that person is then
serving as the Company's Chief Executive Officer. Any current director of the
Company who is 70 years of age or older and any person elected as a director who
becomes 70 years of age during his or her term of office as a director may
continue to serve as a director until the expiration of the term for which he or
she was elected.


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          (b) The Directors shall be divided into three classes, Class A, Class
B, and Class C, and each class shall at all times be as nearly equal in number
as possible. At each Annual Meeting of Stockholders, the successors to the class
of directors whose term shall expire in that year shall be elected to hold
office for a term expiring at the third succeeding Annual Meeting of
Stockholders and when their successors shall be duly elected so that the term of
one class of Directors shall expire on each year. Any vacancies in the Board of
Directors for any reason, and any newly created directorships resulting from any
increase in the number of directors, may be filled only by the Board of
Directors, acting by vote of 80% of the directors then in office, although less
than a quorum. The term of office of any director so chosen shall expire at the
next Annual Meeting of Stockholders at which time members of the class for which
such director are to be elected and when his/her respective successor shall be
duly elected. No increase in the number of directors shall shorten the term of
any incumbent Director.

          (c) Notwithstanding any other provisions of the By-laws of the
Company, and notwithstanding the fact that some lesser percentage may be
specified by law, or by the By-laws of the Company, any one or more directors of
the Company may be removed at any time, but only for cause and only by either
(1) the affirmative vote of a majority of the Continuing Directors (as defined
in the Company's Certificate of Incorporation) and the affirmative vote of a
majority of the Board of Directors or (2) the affirmative vote, at a meeting of
the Stockholders called for that purpose, of the holders of 80% or more of the
outstanding Common Stock of the Company.

          (d) Notwithstanding any other provisions of the By-laws of the
Company, this Section 15 of Article IV of the By-laws shall not be amended,
altered, changed or repealed without the affirmative vote of a majority of the
Board of Directors and the affirmative vote of 80% of the Continuing Directors
(as defined in the Company's Certificate Of Incorporation).

     17. In addition to the Powers and Authorities by these by-laws expressly
conferred upon them, the Board may exercise all such powers of the Company and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these By-laws directed or required to be exercised or
done by the Stockholders.

     18. Meetings of the Board of Directors may be held at such place within or
without the State of Delaware as a majority of the Directors may from time to
time determine, or as may be designated in the Notice calling the meeting.

     19. Each newly elected Board may meet at such place and time as shall be
fixed by the Stockholders at the meeting at which such Directors are elected and
notice shall not be necessary to the newly elected Directors in order legally to
constitute the meeting, or they may meet at such place and time as may be fixed
by the consent in writing of all the Directors.

     20. Regular meetings of the Board of Directors shall be held at the call of
the Chairman of the Board or the President at such time and place within or
without the State of Delaware as the Board, the Chairman of the Board, or the
President may designate.

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     21. Special meetings of the Board of Directors may be called by the
Chairman of the Board or the President on one day's notice to each Director,
either personally, by mail, FAX, or by any other electronic means, and special
meetings shall be called by the Chairman of the Board, the President, or the
Secretary in like manner and on like notice on the written request of any two
Directors.

     22. A majority of the Directors in office shall be necessary to constitute
a quorum for the transaction of business and the acts of a majority of the
Directors present at a meeting at which a quorum is present, provided that at
least three of the Directors present are outside directors, shall be the acts of
the Board of Directors, except as may be otherwise specifically provided by
statute or the Certificate of Incorporation.

     23. Such meetings may take place in person, via telephone conference call,
video conferencing, or similar communications by means of which all persons
participating in the meeting shall hear each other, and participation in a
meeting pursuant to this section shall constitute presence in person at the
meeting. When a meeting is held via telephone conference call, a role call will
be taken, to determine if a quorum of Directors is present.

     24. Directors, as such, shall not receive any stated salary for their
services, but by resolution of the Board of Directors, a fixed sum, expenses of
attendance for any regular or special meeting of the Board of Directors,
retainers, stock options, and/or meeting fees may be authorized and paid to
Directors, provided that nothing herein contained shall be construed to preclude
any Director from serving the Company in any other capacity and receiving
compensation therefor.

     25. Unless otherwise restricted by the Certificate of Incorporation or by
these By-laws, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting, if prior to such action, a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and such written
consent is filed with the minutes of the proceedings of the Board or of the
committee.

     26. The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, each committee to consist of two
or more of the Directors of the Company, which, to the extent provided in the
resolution, shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the Company and may authorize the
seal of the Company to be affixed to all papers which may require it; provided,
in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors.

     27. Each committee shall keep regular Minutes of its meetings and report
the same to the Board of Directors.


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ARTICLE V - OFFICERS

     28. The Executive Officers of the Company shall be chosen by the Directors
and shall be a Chairman of the Board, a President, one or more Vice Presidents,
a Secretary, and a Treasurer. The Board of Directors may also choose such
additional Vice Presidents, Assistant Secretaries, Assistant Treasurers, a
Corporate Controller, and such other officers and agents as it shall deem
necessary, who shall have such authority and shall perform such duties as from
time to time shall be prescribed by the Board of Directors. Any two or more
offices may be held by the same person except that where the offices of
President and Secretary are held by the same person, such person shall not hold
any other office.

     29. The salaries of all officers of the Company shall be fixed by the Board
of Directors, provided that the Board of Directors may, by resolution, authorize
the Chairman of the Board to fix the salaries of all officers except that of the
Chairman of the Board.

     30. The officers and assistant officers of the Company shall hold office at
the pleasure of the Board of Directors. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. The
Board may authorize the Company to enter into employment contracts with its
officers and assistant officers for fixed periods of time, and the provision
herein that officers and assistant officers shall serve at the pleasure of the
Board shall be without prejudice to the contract rights, if any, of the officers
and assistant officers under such contract.

     31. The Chairman of the Board of Directors, who may be the Chief Executive
Officer of the Company, is charged with policy responsibilities, and may preside
at all meetings of the Stockholders and Directors.

     32. The President shall be the Chief Operating Officer of the Company, and
shall have general and active management of the business of the Company, and
shall see that all orders and resolutions of the Board of Directors are carried
into effect, subject, however, to the right of the Directors to delegate any
specific powers, except such as may be by statute exclusively conferred on the
President, to any other officer or officers of the Company. Either the Chairman
of the Board or the President may execute bonds, mortgages, and other contracts
requiring a seal under the seal of the Company, except where required or
permitted by statute to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent. At the request of the Chairman, the
President shall preside at any meetings of Stockholders or Directors. The
Chairman and/or the President shall have the right to attend all committee
meetings, but shall not be deemed to be members of those committees.

     33. The President, in the absence or disability of the Chairman, shall
perform the duties and exercise the powers of the Chairman and shall perform
such other duties and have such other powers as the Board of Directors may, from
time to time, prescribe. Conversely, in the absence or disability of the
President, the Chairman will, in addition to his/her normal duties, assume the
duties of the President.


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     34. The Secretary shall attend all sessions of the Board and all meetings
of the Stockholders and act as clerk thereof, and record all the votes of the
Company and the minutes of all its transactions in a book to be kept for that
purpose, and shall perform like duties for all committees of the Board of
Directors when required. In the Secretary's absence, an acting Secretary may be
selected by the Chairman of the meeting. The Secretary shall give or cause to be
given notice of all meetings of the Stockholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors. The Secretary shall keep in safe custody the corporate seal of the
Company and, when authorized by the Board of Directors, affix the same to any
instrument requiring it.

     35. The Assistant Secretaries, in order of their seniority, shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary, and shall perform such other duties
as the Board of Directors may, from time to time, prescribe.

     36. The Vice President-Finance shall be the Chief Financial Officer of the
Company, and as such have custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Company, and shall keep the moneys of the Company in a separate
account to the credit of the Company. He/she shall disburse the funds of the
Company as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the President and to the Directors, at a
regular meeting of the Board, or whenever they may require it, an account of the
transactions made as Vice President - Finance and of the financial condition of
the Company.

     37. If required by the Board of Directors, the Vice President-Finance shall
give the Company a bond, which shall be renewed every six years, in such sum and
with such surety or sureties as shall be satisfactory to the Board for faithful
performance of the duties of his/her office and for the restoration to the
Company, in the case of his/her death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his/her possession or under his/her control belonging to the Company.

     38. The Corporate Controller shall have responsibility for the preparation
of financial statements, tax returns and budgets, for disbursement of payroll
and accounts payable and for managing and reporting on costs of operations. The
Corporate Controller shall perform such other duties as the Board of Directors
may, from time to time, prescribe.

     39. The Treasurer shall have responsibility for cash management, shall
supervise credit and collections, and shall perform such other duties as the
Board of Directors may, from time to time, prescribe.

     40. If the office of the Vice President-Finance becomes vacant for any
reason, the Corporate Controller or Treasurer shall, upon the recommendation of
the Chairman and the President, and with the approval of the Board of Directors,
perform the duties and exercise the powers of the Vice President-Finance and
shall perform such other duties as the Board of Directors may, from time to
time, prescribe.

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     41. The Assistant Controllers and Assistant Treasurers, in the order of
their seniority, in the absence of the Corporate Controller or Treasurer,
respectively, shall perform the duties and exercise the powers of the Corporate
Controller or Treasurer and shall perform such other duties as the Board of
Directors may, from time to time, prescribe.

     42. If the office of any officer or agent, one or more, becomes vacant for
any reason, the Board of Directors, with the recommendation of the Chairman of
the Board and/or the President, may choose a successor or successors, who shall
hold office at the pleasure of the Board of Directors.

ARTICLE VI - CORPORATE RECORDS

     43. There shall be kept by the Company records of the proceedings of the
Stockholders and of the Directors, a share register giving the names of the
Stockholders in alphabetical order and showing their respective addresses, the
number and classes of shares held by each, the number and date of certificates
issued for each share, and the number and date of cancellation, and where
appropriate, complete and accurate books or records of account.

     44. Every Stockholder shall have the right to examine, in person or by
agent or attorney, at any reasonable time or times, for any proper purpose, the
share register and records of the proceedings of the Stockholders, and make
extracts therefrom.

ARTICLE VII - CAPITAL STOCK

     45. The share certificates of the Company shall be numbered and registered
in a share register of the Company as they are issued. They shall be signed by
the Chairman, President, or Vice President, and Secretary or Assistant
Secretary, or Treasurer or Assistant Treasurer, and shall bear the corporation
seal. Such signature may be in facsimile to the extent permitted by law.

     46. Upon surrender of the Company or its Transfer Agent of a certificate
for shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, the Company shall issue a new certificate
to the person entitled thereto, cancel the old certificate, and record the
transaction upon its books.

     47. In order that the Company may determine the Stockholders entitled to
notice of or to vote at any meeting of Stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution allotment of
any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action. A determination of Stockholders of
record entitled to notice of or to vote at a meeting of Stockholders shall apply
to any adjournment of the meeting, provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.


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     48. Any person claiming a share certificate to be lost or destroyed shall
make an affidavit or affirmation of the fact and advertise the same in such
manner, if at all, as the President or the Treasurer may require, and unless
otherwise determined by the President or the Treasurer, shall give the Company a
bond of indemnity with sufficient surety to protect the Company or any person
injured by the issue of a new certificate from any liability or expense which it
or they may incur by reason of the original certificate remaining outstanding,
whereupon the President or the Treasurer may by written order to the Transfer
Agent direct the issuance of a new certificate of the same tenor and for the
same number of shares as the one alleged to be lost or destroyed.

     49. There may be set aside out of the net profits of the Company such sum
or sums as the Directors from time to time in their absolute discretion think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Company, or for such other
purpose as the Directors shall think conclusive to the interest of the Company,
and the Directors may abolish any such reserve in the manner in which it was
created.

ARTICLE VIII - INDEMNIFICATION

     50. As used in this By-law, the term Corporation means Penn Engineering &
Manufacturing Corp. and the term pertinent corporation means the Corporation and
any other partnership, joint venture, trust, or other enterprise of which the
person is or was a director, officer, employee or agent at the request of the
Corporation.

          (a) The Corporation shall indemnify any person who was or is a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the pertinent corporation) by reason of the fact that he/she is or
was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, against all expenses, liabilities and losses
(including attorneys' fees), judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement actually and reasonably incurred by him/her in
connection with such action, suit, or proceeding if he/she acted in good faith
and in a manner he/she reasonably believed to be in or not opposed to the best
interests of the pertinent corporation, and, with respect to any criminal action
or proceeding, has no reasonable cause to believe his/her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contender or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he/she reasonably believed to be in or not opposed
to the best interests of the pertinent corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

          (b) The Corporation shall indemnify any person who was or is a party
or threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the pertinent corporation to procure a judgment in
its favor by reason of the fact that he/she is or was a director or officer of
the Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust,
or

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other enterprise, against all expenses, liabilities and losses (including
attorneys' fees) actually and reasonably incurred by them in connection with
such action or suit if they acted in good faith and in a manner that they
reasonably believed to be in or not opposed to the best interests of the
pertinent corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the pertinent corporation unless and only to the extent
that the Court of Chancery of the State of Delaware or the court in which such
action or suit was brought shall determine upon application that despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such Court of Chancery or such other court shall deem proper.

          (c) To the extent that a director or officer has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in sections (a) or (b) of this By-law, or in defense of any claim, issue or
matter therein, he/she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him/her in connection
therewith.

          (d) Any indemnification under sections (a) or (b) of this By-law
(unless ordered by a court) shall be made by the Corporation only upon a
determination that indemnification of the director or officer is proper in the
circumstances because he/she has met the applicable standards of conduct set
forth in said sections (a) and (b). Such determination shall be made (1) by the
Board of Directors of the Corporation by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel (who may be
regular counsel for the Corporation or the pertinent corporation) in a written
opinion or (3) by the stockholders of the Corporation.

          (e) Expenses incurred by any person who may have a right of
indemnification under this By-law in defending a civil or criminal action, suit
or proceeding may be paid by the Corporation in advance of the final disposition
of such action, suit, or proceeding upon receipt of an undertaking by or on
behalf of such person to repay such amount if it shall ultimately be determined
that he/she is not entitled to be indemnified by the Corporation pursuant to
this By-law.

          (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, this By-law are in addition to and independent of and shall
not be deemed exclusive of any other rights to which any person may be entitled
under any certificate of incorporation, articles of incorporation, articles of
association, By-law, agreement, vote of stockholders or disinterested directors,
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of
heirs, executors and administrators of such a person; provided, that any
indemnification realized other than under this By-law shall apply as a credit
against any indemnification provided by this By-law. The right to
indemnification conferred in this Article VIII shall be a contract right.

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          (g) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against
him/her and incurred by him/her in any such capacity, or arising out of his/her
status as such, whether or not the Corporation would have the power to indemnify
him/her against such liability under the provisions of this By-law or of
applicable law, if and whenever the Board of Directors of the Corporation deems
it to be in the best interests of the Corporation to do so.

          (h) For the purposes of this By-law and indemnification hereunder, any
person who is or was a director or officer of any other corporation of which the
Corporation owns or controls or at the time owned or controlled directly or
indirectly a majority of the shares of stock entitled to vote for election of
directors of such other corporation shall be conclusively presumed to be serving
or to have served as such director or officer at the request of the Corporation.

          (i) The Corporation may provide indemnification under this By-law to
any employee or agent of the Corporation or of any other corporation of which
the Corporation owns or controls or at the time owned or controlled directly or
indirectly a majority of the shares of stock entitled to vote for election of
directors or to any director, officer, employee, or agent of any other
corporation, partnership, joint venture, trust, or other enterprise in which the
Corporation has or at the time had an interest as an owner, creditor, or
otherwise, if and whenever the Board of Directors of the Corporation deems it in
the best interest of the Corporation to do so.

          (j) The Corporation may, to the fullest extent permitted by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said law
permitted to the Corporation to provide prior to such amendment) indemnify any
and all persons whom the Corporation shall have power to indemnify under said
law from and against any and all of the expenses, liabilities or other matters
referred to in or covered by said law, if and whenever the Board of Directors of
the Corporation deems it to be in the best interest of the Corporation to do so.

          (k) If a claim under this Article VIII is not paid in full by the
Corporation within 30 days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action, other than an
action brought to enforce a claim for expense incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required has been tendered to the Corporation, that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation, including its Board of
Directors, independent legal counsel, or its stockholders, to have made a
determination prior to the commencement of such action that

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indemnification of the claimant is proper in the circumstances because he/she
has met the applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation, including its
Board of Directors, independent legal counsel, or its stockholders, that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

ARTICLE IX - ANNUAL STATEMENT

     51. The Chairman of the Board, the President, and the Board of Directors
shall present at each Annual Meeting a full and complete audited financial
statement of the business and affairs of the Company for the preceding year.
Such statement shall be distributed to the Stockholders of the Company at or
before each Annual Meeting.

ARTICLE X - MISCELLANEOUS PROVISIONS

     52. All checks or demands for money and notes of the Company shall be
signed by such officer, officers, employees, agents or other persons as the
Board of Directors may from time to time designate, either by hand or by
facsimile signature.

     53. The fiscal year of the Company shall be the calendar year.

     54. Whenever written notice is required to be given to any person, it may
be given to such person, either personally, or by sending a copy thereof through
the mail, or by telegram, telephone, facsimile, E-mail, or other electronic
means, to his/her address appearing on the books of the Company or supplied by
him/her to the Company for the purpose of notice. If the notice is sent by mail
or by telegraph, it shall be deemed to have been given to the person entitled
thereto when deposited in the United States mail or with a telegraph office for
transmission to such person. By any such means, such notice shall specify the
place, day and hour of the meeting, and in the case of a special meeting, the
purpose of the meeting.

     55. Whenever any written notice is required by statute or by the
Certificate of Incorporation or By-laws of the Company, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice. Except in the case of a special meeting, neither the business to be
transacted at, nor the purpose of, the meeting need be specified in the waiver
of notice of such meeting. Attendance of a person, either in person or by proxy,
at any meeting shall constitute a waiver of notice of such meeting, except where
a person attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened.

ARTICLE XI - AMENDMENTS

     56. These By-laws may be altered, amended, or revoked by the affirmative
vote of a majority of the Board of Directors at any regular or special meeting
duly convened, provided notice of such proposed alteration, amendment, or
revocation be included in the Notice of the Meeting.

     57. These By-laws may be altered, amended, or revoked at any regular or
special meeting of the Stockholders by the affirmative vote of a majority of the
stock entitled to vote thereat, provided notice of such proposed alteration,
amendment, or revocation be included in the Notice of the Meeting.

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