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): ~~July~~August 2414, 2014

BENEFICIAL MUTUAL BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

United States	1-33476	56-2480744
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification No.)

1818 Market Street, Philadelphia, Pennsylvania 19103

(Address of principal executive offices) (Zip Code)

(215) 864-6000

(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 28.0201 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On ~~July~~August 2414, 2014, the Boards of Directors of Beneficial Mutual Bancorp, Inc. (the “Company”), and Beneficial Savings Bank MHC (the ~~holding~~“MHC”) ~~company~~and ~~for~~the Board of Trustees of Beneficial Bank, ~~issued~~(the “Bank”) adopted a ~~press~~Plan ~~release~~of ~~announcing~~Conversion ~~its~~and ~~financial~~Reorganization ~~results~~(the ~~for~~“Plan”) pursuant to which the ~~three~~Bank ~~and~~will ~~six~~reorganize ~~months~~from ~~ended~~the ~~June 30,~~mutual ~~2014~~holding company form of organization to the stock holding company form of organization. ~~For~~The ~~more~~terms ~~information,~~of ~~reference~~the isPlan ~~made~~provide tofor the ~~Company~~sale of shares of a newly-formed holding company of the MHC’s ~~press~~ownership ~~release~~interest ~~dated~~in ~~July 24,~~the ~~2014,~~Company aand ~~copy~~for the exchange of ~~which~~shares isof ~~attached~~the Company for shares of the new holding company pursuant to ~~this~~an ~~Report~~exchange asratio ~~Exhibit 99.1~~designed ~~and~~to ispreserve ~~furnished~~the ~~herewith~~existing shareholders’ percentage ownership interest.

~~Item~~Beneficial 9Bancorp, Inc.01, ~~Financial~~the ~~Statements~~new Maryland-chartered holding company, will offer shares of its common stock for sale to the Bank’s eligible account holders, to the Bank’s employee savings and ~~Exhibits~~stock ownership plan and to members of the general public in a subscription and community offering in the manner, and subject to the priorities, set forth in the Plan. The highest priority will be depositors with qualifying deposits as of June 30, 2013.

~~(d) Exhibits~~The Plan also provides for the contribution of up to $1.0 million in cash to The Beneficial Foundation, our charitable foundation.

Number		Description
99.1		Press Release dated July 24, 2014

The conversion and reorganization and the contribution to the charitable foundation will be subject to the approval of the depositors of the Bank, the stockholders of the Company, and the Board of Governors of the Federal Reserve System.

The foregoing summary of the Plan is not complete and is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 2.1 to this Form 8-K and which is incorporated herein by reference in its entirety.

~~SIGNATURE~~A copy of the press release announcing the adoption of the Plan is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

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.

Item 9.01	Financial Statements and Other Exhibits.

(d)	Exhibits

	Number	Description

	2.1	Plan of Conversion and Reorganization

	99.1	Press Release dated August 14, 2014

		BENEFICIAL MUTUAL BANCORP, INC.
Date:	7/24/2014	By:	/s/ Thomas D. Cestare
			Thomas D. Cestare
			Executive Vice President and Chief Financial
			Officer

3SIGNATURE

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.

	BENEFICIAL MUTUAL BANCORP, INC.


Date: August 14, 2014	By:	/s/ Thomas D. Cestare
		Thomas D. Cestare
		Executive Vice President and
		Chief Financial Officer

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