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 * MILLER BRUCE E   2. Issuer Name and Ticker or Trading Symbol PRUDENTIAL BANCORP, INC. [PBIP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PRUDENTIAL SAVINGS BANK, 1834 OREGON AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 02/18/2015 (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 02/18/2015   A   10,000 (1) A $ 0 21,610 (2) D

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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

$ 12.23

02/18/2015

A

30,000

02/18/2016(3)

02/18/2025

Common Stock

30,000

$ 0

30,000

D

Stock Option

$ 10.68

01/05/2015(4)

01/06/2024

Common Stock

13,345

13,345

D

Stock Option

$ 7.68

01/05/2014(5)

01/05/2023

Common Stock

13,345

13,345

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MILLER BRUCE E C/O PRUDENTIAL SAVINGS BANK 1834 OREGON AVENUE PHILADELPHIA, PA 19145	X

Signatures

/s/ Joseph R. Corrato, A. I. F. for Bruce E. Miller		02/20/2015
**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)	Represents the grant of shares pursuant to the 2014 Stock Incentive Plan that vest 20% per year commencing on February 18, 2016.
(2)	Includes 3,204 shares held in the 2008 Recognition and Retention Plan Trust which reflects the unvested portion of a grant made on January 5, 2013 of 5,338 shares of common stock that is vesting at the rate of 20% per year commencing on January 5, 2014.
(3)	The options vest at the rate of 20% per year commencing on February 18, 2016.
(4)	The options are vesting at a rate of 20% per year commencing on January 6, 2015.
(5)	The options are vesting at a rate of 20% per year commencing on January 5, 2014.

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