UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                               (AMENDMENT NO. 1)*


                    Under the Securities Exchange Act of 1934




                           WILLIAM PENN BANCORP, INC.
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                                (Name of Issuer)

                     COMMON STOCK, $0.10 PAR VALUE PER SHARE
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                         (Title of Class of Securities)

                                    96925V101
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                                 (CUSIP Number)

                                December 31, 2009
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             (Date of Event Which Requires Filing of this Statement)



Check  the  appropriate  box  to  designate  the  rule  pursuant  to which  this
Schedule 13G is filed:

              [ ] Rule 13d-1(b)
              [X] Rule 13d-1(c)
              [ ] Rule 13d-1(d)



*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).





CUSIP NO.  96925V101
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1.    Names of Reporting Persons.  I.R.S. Identification  Nos. Of Above  Persons
      (entities only):

                         Tyndall Capital Partners, L.P.
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2.    Check the Appropriate Box if a Member of a Group (See Instructions)
           (a) [ ]                   (b) [ ]
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3.    SEC Use Only
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4.    Citizenship or Place of Organization:   State of Delaware
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Number of Shares Beneficially Owned
   by Each Reporting Person With:       5.  Sole Voting Power:         221,617**
                                            ------------------------------------
                                        6.  Shared Voting Power:             0
                                            ------------------------------------
                                        7.  Sole Dispositive Power:    221,617**
                                            ------------------------------------
                                        8.  Shared Dispositive Power:        0
                                            ------------------------------------
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9.    Aggregate Amount Beneficially Owned by Each Reporting Person:    221,617**

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10.   Check if  the  Aggregate Amount in  Row (9) Excludes  Certain Shares  (See
      Instructions):   N/A
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11.   Percent of Class Represented by Amount in Row (9):  6.1%**
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12.    Type of Reporting Person (See Instructions):  PN
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**Based on  3,641,018  shares of common  stock,  par value  $0.10 per share (the
"Shares"),  of William Penn Bancorp,  Inc. (the  "Company"),  outstanding  as of
November 16, 2009, as disclosed in the Company's  quarterly  report on Form 10-Q
for the  quarterly  period ended  September  30, 2009.  As of December 31, 2009,
150,684  Shares  are  owned  by  Tyndall  Partners,  L.P.,  a  Delaware  limited
partnership  ("Tyndall"),  and 70,933 Shares are owned by Tyndall  Institutional
Partners,  L.P.,  a  Delaware  limited  partnership  ("Tyndall  Institutional").
Tyndall  Capital  Partners,  L.P. is the general  partner of Tyndall and Tyndall
Institutional, and possesses the sole power to vote and the sole power to direct
the disposition of all Shares held by Tyndall and Tyndall Institutional. Jeffrey
S. Halis is the  manager of Jeffrey  Management,  LLC,  the  general  partner of
Tyndall Capital Partners, L.P.  In addition,  as of December 31, 2009, Mr. Halis
individually owns 25,000 Shares.





Item 1(a).   Name Of Issuer.  William Penn Bancorp, Inc.

Item 1(b).   Address of Issuer's Principal Executive Offices:
             8150 Route 13, Levittown, PA 19057


Item 2(a).   Name of Person Filing:  Tyndall Capital Partners, L.P.

Item 2(b).   Address of Principal Business Office or, if none, Residence:
             599 Lexington Avenue, Suite 4100, New York, New York  10022

Item 2(c).   Citizenship:  State of Delaware

Item 2(d).   Title of Class of Securities:  Common Stock, par value $0.10 per
             share

Item 2(e).   CUSIP Number:  96925V101


Item  3.     If This Statement  Is  Filed  Pursuant to Sections 240.13d-1(b)  or
             240.13d-2(b) or (c), check whether the Person Filing is a:

             Not Applicable.


Item 4.      Ownership.

         (a)  Amount beneficially owned (as of December 31, 2009):     221,617**

         (b)  Percent of Class (as of December 31, 2009):                   6.1%

         (c)  Number of shares as to which such person has:

             (i)  Sole power to vote or to direct the vote:            221,617**

            (ii)  Shared power to vote or to direct the vote:                0

           (iii)  Sole power to dispose or to direct the
                  disposition of:                                      221,617**

            (iv)  Shared power to dispose or to direct the
                  disposition of:                                            0

---------------
**Based on  3,641,018  shares of common  stock,  par value  $0.10 per share (the
"Shares"),  of William Penn Bancorp,  Inc. (the  "Company"),  outstanding  as of
November 16, 2009, as disclosed in the Company's  quarterly  report on Form 10-Q
for the  quarterly  period ended  September  30, 2009.  As of December 31, 2009,
150,684  Shares  are  owned  by  Tyndall  Partners,  L.P.,  a  Delaware  limited
partnership  ("Tyndall"),  and 70,933 Shares are owned by Tyndall  Institutional
Partners,  L.P.,  a  Delaware  limited  partnership  ("Tyndall  Institutional").
Tyndall  Capital  Partners,  L.P. is the general  partner of Tyndall and Tyndall
Institutional, and possesses the sole power to vote and the sole power to direct
the disposition of all Shares held by Tyndall and Tyndall Institutional. Jeffrey
S. Halis is the  manager of Jeffrey  Management,  LLC,  the  general  partner of
Tyndall Capital Partners, L.P.  In addition,  as of December 31, 2009, Mr. Halis
individually owns 25,000 Shares.





Item 5.   Ownership of Five Percent or Less of a Class

          Not Applicable.


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  or
          Control Person

          Not Applicable.


Item 8.   Identification and Classification of Members of the Group

          Not Applicable.


Item 9.   Notice of Dissolution of Group

          Not Applicable.


Item 10.  Certification.

          By  signing  below I certify  that,  to the best of my  knowledge  and
belief, the securities  referred to above were not acquired and are not held for
the purpose of, or with the effect of,  changing or  influencing  the control of
the  issuer  of the  securities  and  were  not  acquired  and are  not  held in
connection with, or as a participant in, any transaction  having that purpose 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 16, 2010

                                              TYNDALL CAPITAL PARTNERS, L.P.

                                              By: JEFFREY MANAGEMENT, LLC,
                                                  its general partner


                                                      /s/ Jeffrey S. Halis
                                                  By:---------------------------
                                                      Jeffrey S. Halis, Manager



      Attention: Intentional misstatements or omissions of fact constitute
                Federal criminal violations (See 18 U.S.C. 1001)