Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
FRATANDUONO SALVATORE
  2. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL BANCORP, INC. [PBIP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
*See Remarks
(Last)
(First)
(Middle)
C/O PRUDENTIAL SAVINGS BANK, 1834 OREGON AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
12/06/2013
(Street)

PHILADELPHIA, PA 19145
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/06/2013   I   2,029.1827 D $ 10.4377 3,566.1084 (1) I By 401(k) Plan
Common Stock               5,877 (2) D  
Common Stock               5,642 I By ESOP

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 11.84               (3) 01/05/2019 Common Stock 21,353 (3)   21,353 D  
Stock Option $ 7.68               (4) 01/05/2023 Common Stock 5,901 (3)   5,901 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FRATANDUONO SALVATORE
C/O PRUDENTIAL SAVINGS BANK
1834 OREGON AVENUE
PHILADELPHIA, PA 19145
      *See Remarks  

Signatures

 /s/Joseph R. Corrato, A.I.F. for Salvatore Fratanduono   12/10/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Reflects units which represent share interests in the Issuer's 401(k) Plan. The units were disposed of within the 401(k) plan at the net asset value. Based on a report dated December 6, 2013.
(2) Includes 3,682 shares held in the 2008 Recognition and Retention Plan Trust which reflects the unvested portion of two grants in the amounts of 8,025 shares and 2,077 shares of common stock that are vesting at the rate of 20% per year commencing on January 5, 2010 and January 5, 2014, respectively.
(3) The options are vesting at the rate of 20% per year commencing on January 5, 2010.
(4) The options are vesting at the rate of 20% per year commencing on January 5, 2014.
 
Remarks:
Remarks:   * Senior Vice President - Chief Lending Officer

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