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 *
Corrato Joseph R
  2. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL BANCORP INC OF PENNSYLVANIA [PBIP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and CFO
(Last)
(First)
(Middle)
C/O PRUDENTIAL SAVINGS BANK, 1834 OREGON AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
01/06/2012
(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 01/06/2012   F(1)   1,415 D $ 5.15 19,682 (2) (3) D  
Common Stock               85 (3) I By son
Common Stock               3,503 (4) I By 401(k) Plan
Common Stock               7,992 (5) 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
Employee Stock Option (Right to Buy) $ 11.17               (6) 01/05/2019 Common Stock 56,537   56,537 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Corrato Joseph R
C/O PRUDENTIAL SAVINGS BANK
1834 OREGON AVENUE
PHILADELPHIA, PA 19145
  X     EVP and CFO  

Signatures

 /s/Joseph R. Corrato   01/09/2012
**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) Disposition solely to meet tax obligations for distribution from recognition and retention plan.
(2) Includes 9,600 shares held in the 2008 Recognition and Retention Plan Trust which reflects the unvested portion of a grant amount originally covering 24,000 shares that commenced vesting at a rate of 20% per year on January 5, 2010.
(3) Includes shares acquired pursuant to the Issuer's dividend reinvestment plan since the Reporting Person's last filed report.
(4) 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.
(5) Reflects ESOP allocations that have occurred since the date of the Reporting Person's last ownership report.
(6) The options are vesting at a rate of 20% per year commencing on January 5, 2010.

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