This Code of Ethics of Penn Engineering & Manufacturing Corp. (the "Company") applies to the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, Treasurer, Controller, and all other executive officers of the Company (each, a "Covered Person"). The Covered Persons hold important roles in corporate governance. This Code of Ethics is designed to deter wrongdoing and promote ethical conduct and compliance with applicable laws and regulations.

     Each Covered Person has the obligation to:

     (a) Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

     (b) Promptly report any possible violation of this Code of Ethics to the Audit Committee or any of the persons designated from time to time by the Company's Board of Directors for such purposes.

Each Covered Person is prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate, or mislead the Company or its subsidiaries' independent public accountants for the purpose of rendering the financial statements of the Company or its subsidiaries misleading.

Each Covered Person will be held accountable for his or her adherence to this Code of Ethics. Failure to observe the terms of this Code of Ethics may result in disciplinary action, up to and including termination of employment. Violations of this Code of Ethics may also constitute violations of law and may result in civil and criminal penalties for the Covered Person, his or her supervisors, and/or the Company.

Reporting any possible violation of this Code of Ethics may be made anonymously.