UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~September~~October 262, 2013


Prudential Bancorp, Inc. of Pennsylvania
(Exact name of registrant as specified in its charter)


Pennsylvania	000-51214		68-0593604
(State or other jurisdiction	(Commission File Number)		(IRS Employer
of incorporation)			Identification No.)


1834 West Oregon Avenue, Philadelphia, Pennsylvania				19145
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

(215) 755-1500


Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 58.~~07 Submission~~01 Other ~~of Matters to a Vote of Security Holders~~Events

~~(a) A~~On ~~special~~October ~~meeting~~2, of2013, ~~shareholders of~~ Prudential Bancorp, Inc. of Pennsylvania (the “Company”), ~~was~~the ~~held~~current “mid-tier” holding company for Prudential Savings Bank (the “Bank”), announced that the “second-step” conversion of Prudential Mutual Holding Company (the “MHC”), the Company’s mutual holding company parent, and stock offering are expected to be completed on ~~September~~or 26about October 9, 2013. The closing of the transaction is subject to the satisfaction of customary closing conditions.

~~(b) There~~As ~~were~~a ~~10,023,495~~result ~~shares~~ of ~~common~~the ~~stock~~conversion ~~outstanding~~ and ~~entitled~~offering, tothe ~~vote~~MHC atand the ~~special~~Company ~~meeting,~~will ~~including~~cease ~~7,478,062~~to ~~shares~~exist ofand ~~common stock owned by the~~ Prudential ~~Mutual~~Bancorp, ~~Holding~~Inc. ~~Company~~ (~~the~~ “~~MHC~~Prudential Bancorp-New”)., ~~The~~the ~~matters~~new ~~considered~~Pennsylvania ~~and~~corporation ~~voted~~formed onto byfacilitate the ~~shareholders~~conversion, atwill become the ~~special~~parent ~~meeting~~holding ~~and~~company of the ~~vote~~Bank ofand ~~the~~will ~~shareholders~~be ~~were~~wholly asowned ~~follows:~~by public shareholders.

1.A ~~Proposal~~total toof ~~approve~~7,141,602 ashares ~~Plan~~ of ~~Conversion~~common ~~and~~stock ~~Reorganization~~of ~~and~~Prudential ~~the~~Bancorp-New ~~transactions~~are ~~contemplated~~expected ~~thereby pursuant~~ to ~~which,~~be ~~among~~sold ~~other~~in ~~things,~~the ~~Prudential~~subscription ~~Bancorp,~~offering ~~Inc~~at $10.,00 aper ~~newly~~share ~~formed~~for ~~Pennsylvania~~gross ~~corporation~~proceeds ~~(“Prudential~~of ~~Bancorp-New”),~~$71.4 ~~will~~million. ~~offer~~Concurrent ~~and~~with ~~sell~~the ~~shares~~completion of ~~its~~the ~~common stock~~offering, ~~and~~the outstanding shares of the Company common stock of(except for the ~~Company~~shares ~~currently~~owned ~~held~~ by ~~shareholders~~the ~~other~~MHC, ~~than~~which ~~the~~will ~~MHC~~be cancelled) will be exchanged for shares of Prudential Bancorp-New common stock. As a result, each existing share of ~~Prudential~~Company ~~Bancorp–New~~common ~~upon~~stock is expected to be converted into the ~~conversion~~right to receive 0.9442 shares of Prudential ~~Savings~~Bancorp-New ~~Bank~~common ~~(the~~stock. ~~“Bank”)~~The exchange ratio ensures that, after the ~~MHC~~conversion and offering, the public shareholders will maintain approximately the same ownership interest in Prudential Bancorp-New as they owned in the Company. Cash ~~from~~will be issued in lieu of fractional shares based on the ~~mutual~~offering ~~holding~~price ~~company~~of ~~structure~~$10.00. Upon tocompletion of the conversion, the total shares outstanding after the stock ~~holding~~offering ~~company~~and ~~form~~the exchange is expected to be approximately 9,545,000 shares.

	VOTES “FOR”
TOTAL	OTHER THAN			BROKER
“FOR”	MHC	AGAINST	ABSTAIN	NON-VOTES
9,060,225	1,582,163	49,882	859	28,102

A copy of the press release, dated October 2, 2013, is filed as Exhibit 99.1 hereto and incorporated herein by reference.

2Item 9.01 Financial ~~Proposal~~Statements ~~to approve a provision in the articles of incorporation of Prudential Bancorp-New requiring a super-majority shareholder approval for mergers, consolidations~~ and ~~similar transactions, unless they have been approved in advance by at least two-thirds of the board of directors of Prudential Bancorp-New.~~Exhibits

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
8,656,847		444,925		9,134		28,102

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits

3.The ~~Proposal~~following toexhibit ~~approve~~is aincluded provision in the articles of incorporation of Prudential Bancorp-New requiring a super-majority shareholder approval of amendments to certain provisions in the articles of incorporation and bylaws of Prudential Bancorp-Newherewith.

FOR		AGAINST		ABSTAIN	BROKER NON-VOTES
	Exhibit Number		Description
8,733,091		367,681		10,134	28,102
	99.1		Press release dated October 2, 2013

In connection with the special meeting, the Company also solicited proxies with respect to a proposal to adjourn the special meeting, if necessary, to solicit additional proxies in the event that there were not sufficient votes at the special meeting to approve the Plan of Conversion and Reorganization. The adjournment proposal was withdrawn and not submitted to shareholders at the special meeting because the shareholders of the Company approved the Plan of Conversion and Reorganization by the requisite vote at the special meeting.

Item 8.01 Other Events.

The Plan of Conversion and Reorganization also was approved by the depositors of the Bank at a special meeting thereof held on September 26, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PRUDENTIAL BANCORP, INC. OF
	PENNSYLVANIA
Date: September 27, 2013	By:	/s/Joseph R. Corrato
Date: October 2, 2013	By:	/s/Joseph R. Corrato
		Joseph R. Corrato
		Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

	Exhibit Number		Description
	99.1		Press release dated October 2, 2013

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