Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  FRATANDUNO SALVATORE
 2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2013		 3. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL BANCORP INC OF PENNSYLVANIA [PBIP]
(Last)
(First)
(Middle)
C/O PRUDENTIAL BANCORP, INC., 1834 OREGON AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
* See footnote
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PHILADELPHIA, PA 19145		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.01 par value per share 6,201 (1)
D
 
Common Stock, $0.01 par value per share 4,664 (2)
I
By 401(k) Plan
Common Stock, $0.01 par value per share 5,151 (3)
I
By ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (4) 01/05/2019 Common Stock 22,615 $ 11.17 D  
Stock Option (Right to Buy)   (5) 01/05/2023 Common Stock 6,250 $ 7.25 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRATANDUNO SALVATORE
C/O PRUDENTIAL BANCORP, INC.
1834 OREGON AVENUE
PHILADELPHIA, PA 19145		       * See footnote  

Signatures

/s/Salvatore Fratanduono 02/15/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 1,700 shares held in the 2008 Recognition and Retention Plan Trust (the "RRP") which reflects the unvested portion of a grant amount originally covering 8,500 shares that commenced vesting at a rate of 20% per year on January 5, 2010. Also includes 2,200 shares held in the RRP which reflect the unvested portion of a grant made in January 2013 and which will commence vesting at a rate of 20% per year on January 5, 2014.
(2) Represents units of the Issuer's securities held in the 401(k) plan on the Reporting Person's behalf. Each unit represents one share of common stock.
(3) Reflects shares of common stock held in the issuer's ESOP which have been allocated to the Reporting Person's account as of December 31, 2011, the most recent plan year for which the allocation has been completed.
(4) The options vest at the rate of 20% per year commencing on January 5, 2010.
(5) The options vest at the rate of 20% per year commencing on January 5, 2014.
 
Remarks:
*   Senior Vice President - Chief Lending Officer

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