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~~SECURITIES ofAND ~~Report~~EXCHANGE ~~(Date of earliest event reported) May 15, 2013~~COMMISSION

~~Prudential Bancorp~~Washington, ~~Inc~~D.C. ~~of Pennsylvania (Exact name of registrant as specified in its charter)~~20549

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

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) June 13, 2013

Prudential Bancorp, Inc. of Pennsylvania

(Exact name of registrant as specified in its charter)

Pennsylvania		000-51214		68-0593604
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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))

Not Applicable

~~Item~~ (Former ~~5.02~~name ~~Departure of Directors~~ or ~~Certain~~former ~~Officers;~~address, ~~Election~~if ofchanged since ~~Directors;~~last ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~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 (~~a) Not~~see ~~applicable~~General Instruction A.2 below):

£ Written communications pursuant to Rule 425 under the Securities Act (~~b) Not~~17 ~~applicable~~CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~c) Not~~17 ~~applicable~~CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(db) ~~Not~~ ~~applicable~~under the Exchange Act (17 CFR 240.14d-2(b))

~~(e) On~~£ Pre-commencement ~~May~~communications ~~15, 2013, certain amendments~~ pursuant to ~~each~~Rule ~~of the following agreements were approved by the Board of Directors of Prudential Savings Bank~~ 13e-4(~~the "Bank"~~c), ~~the~~under ~~wholly owned subsidiary of Prudential Bancorp, Inc. of Pennsylvania after first being considered by~~ the ~~Compensation~~Exchange ~~Committee~~Act of(17 ~~the~~CFR ~~Board of Directors~~240.13e-4(c))

·ITEM ~~Amended and Restated Employment Agreement between the Bank and Thomas A~~8. ~~Vento; · Amended and Restated Employment Agreement between the Bank and Joseph R~~01. ~~Corrato;~~Other Events

~~The~~On ~~purpose~~June 13, 2013, Prudential Bancorp, Inc. of Pennsylvania (the ~~amendments~~“Company”), tothe “mid-tier” holding company of Prudential Savings Bank (the ~~Amended~~“Bank”), ~~and~~announced ~~Restated~~that ~~Employment~~the ~~Agreements~~Boards ~~was~~of toDirectors ~~make~~of ~~changes~~the ~~necessary~~Company, toPrudential ~~ensure~~Mutual ~~that~~Holding ~~such~~Company ~~agreements~~(the ~~comply~~“MHC”) and ~~with~~the ~~additional~~Bank ~~guidance issued~~have ~~under~~adopted ~~Section~~a ~~409A~~Plan of Conversion and Reorganization (the ~~Internal~~“Plan”) ~~Revenue~~pursuant ~~Code~~to ofwhich ~~1986,~~the asBank ~~amended,~~will asreorganize from ~~well~~the astwo-tier mutual holding company structure to the ~~provisions~~stock holding company structure and will undertake a “second-step” offering of ~~the~~shares ~~Affordable~~of ~~Care~~common ~~Act~~stock of a new Pennsylvania corporation formed in connection with the conversion.

InThe ~~addition~~MHC, ~~the~~which ~~Amended~~owns ~~and~~approximately 74.8% ~~Restated~~of ~~Employment~~the ~~Agreement~~outstanding ~~with~~common ~~Mr.~~stock ~~Corrato~~of ~~was~~the ~~amended~~Company (after giving effect to ~~revise~~the MHC’s assets), will merge with and into the ~~severance~~Company ~~provisions.~~as Inpart of the ~~event~~reorganization ~~that~~and its shares in the ~~executive~~Company ~~terminates~~will ~~his~~be ~~employment~~extinguished. ~~because~~The ofCompany ~~failure~~will tothen ~~comply~~merge with and ~~any~~into ~~material~~the ~~provision~~new ofPennsylvania ~~the~~corporation. ~~employment~~The ~~agreement~~new byholding ~~Prudential~~company ~~Savings~~will ~~Bank~~offer orand sell shares of common stock in an amount representing the ~~employment~~percentage ~~agreement~~ownership isinterest ~~terminated~~currently held by ~~Prudential~~the ~~Savings~~MHC, ~~Bank~~as ~~other~~adjusted ~~than~~ for ~~cause,~~the ~~disability,~~assets ~~retirement~~of orthe ~~death~~MHC, Mrbased on an independent appraisal. The ~~Corrato~~new holding company will beoffer ~~entitled~~shares of its common stock for sale to ~~the~~eligible ~~payment~~account holders of ~~two~~the ~~times~~Bank, ~~(previously~~the ~~one~~Company’s employee ~~times)~~stock ~~his~~ownership ~~average~~plan ~~annual~~and ~~cash~~to ~~compensation~~members ~~(salary~~of the general public in a subscription and ~~cash~~community ~~bonuses)~~offering asin ~~cash~~the ~~severance~~manner and subject to the ~~maintenance~~priorities ~~until~~set forth in the ~~earlier~~Plan. toIn ~~occur~~addition, ofin connection with the ~~passage~~conversion of ~~two~~the ~~years~~MHC, orshares ~~until~~of the ~~executive~~Company’s common ~~full~~stock ~~time~~held ~~employment~~by ~~with~~shareholders ~~another~~other ~~employer,~~than of the ~~executive’s~~MHC ~~participation~~will inbe ~~all~~exchanged ~~employee~~for ~~benefit~~shares ~~plans~~of incommon ~~which~~stock of the ~~executive~~new ~~was~~Pennsylvania ~~entitled~~corporation pursuant to ~~participate~~an or“exchange ~~similar~~ratio” ~~plans~~designed to preserve their aggregate percentage ownership interest, ~~programs~~as oradjusted ~~arrangements~~for the ifassets ~~his~~of ~~continued~~the ~~participation~~MHC. isThe ~~not~~exchange ~~permissible~~ratio will be determined based upon the independent appraisal of the new holding company and the results of the offering.

InThe ~~the~~conversion ~~event~~and ~~that Mr. Corrato’s employment~~ reorganization is ~~terminated~~subject into ~~connection~~approval ~~with a change in control, as defined in the employment agreement, for other than cause, disability, retirement or death or the executive terminates his employment as a result~~ of ~~certain adverse actions which are taken with respect to~~ the ~~executive~~Company’s ~~employment~~shareholders ~~following a change in control, as defined, Mr. Corrato will be entitled to a cash severance payment equal to three times~~ (~~previously~~including ~~two times) his average annual cash compensation and~~ the ~~maintenance,~~approval asof ~~described~~a ~~above,~~majority of the ~~employee~~shares ~~benefit~~held ~~plans~~by ~~for~~persons other ~~three~~than ~~years or until~~ the ~~executive’s~~MHC), ~~full-time~~depositors ~~employment~~of ~~with another employer that provides similar benefits. Benefits under~~ the ~~employment~~Bank, ~~agreement~~and ~~will~~state beand ~~reduced~~Federal tobanking ~~the extent necessary to ensure that the executives do not receive any “parachute payment” as such term is defined under Section 280G of the Internal Revenue Code~~regulators.

The foregoing summary of the Plan is not complete and is qualified in its entirety by reference to the complete text of the Plan, which is filed as Exhibit 2.1 hereto and which is incorporated herein by reference.

A copy of the press release issued by the Company announcing the adoption of the Plan is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

ITEM 9.01		Financial Statements and Exhibits

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

The ~~foregoing~~following ~~description is qualified in its entirety by reference to the agreements, copies of which~~ exhibits are ~~attached~~filed ~~as Exhibits 10~~herewith.~~1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.~~

(f) Not applicable.

Exhibit Number	Description
2.1	Plan of Conversion and Reorganization
99.1	Press Release dated June 13, 2013

Item 9.01 Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(d) Exhibits

The following exhibits are included herewith.

	Exhibit Number		Description
	10.1		Amended and Restated Employment Agreement between the Bank and Thomas A. Vento
	10.2		Amended and Restated Employment Agreement between the Bank and Joseph R. Corrato

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	~~PRUDENTIAL BANCORP, INC. OF PENNSYLVANIA~~
Date: May 21, 2013	By:	/s/ Joseph R. Corrato
Date: June 14, 2013	By:	/s/ Joseph R. Corrato
		Joseph R. Corrato
		Joseph R. CorratoExecutive Vice President and Chief Financial Officer
		Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	~~Exhibit Number~~Description	~~Description~~
	10.1	Amended and Restated Employment Agreement between the Bank and Thomas A. Vento
2.1	Plan of Conversion and Reorganization
	10.2	Amended and Restated Employment Agreement between the Bank and Joseph R. Corrato
99.1	Press Release dated June 13, 2013

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