SC 13D/A

CUSIP No. 744319104 SCHEDULE 13D Page 1 of 17

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

PRUDENTIAL BANCORP, INC. OF PENNSYLVANIA

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

744319104

(CUSIP Number)

Mr. Joseph Stilwell

26 Broadway, 23^rd Floor

New York, New York 10004

Telephone: (212) 269-5800

with a copy to:

Spencer L. Schneider, Esq.

70 Lafayette Street, 7^th Floor

New York, New York 10013

Telephone: (212) 233-7400

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 14, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),

240.13d-1(f) or 240.13d-1(g), check the following box. [   ]

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 744319104 SCHEDULE 13D Page 2 of 17

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Stilwell Value Partners I, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only ...........................................................................................................................
	4.	Source of Funds (See Instructions) WC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
		7. Sole Voting Power: 0
		8. Shared Voting Power: 1,084,600
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 1,084,600
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,084,600
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11): 9.8%
	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 744319104 SCHEDULE 13D Page 3 of 17

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Stilwell Partners, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only ...........................................................................................................................
	4.	Source of Funds (See Instructions) WC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
		7. Sole Voting Power: 0
		8. Shared Voting Power: 1,084,600
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 1,084,600
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,084,600
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11): 9.8%
	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 744319104 SCHEDULE 13D Page 4 of 17

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Stilwell Value LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only ...........................................................................................................................
	4.	Source of Funds (See Instructions) WC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
		7. Sole Voting Power: 0
		8. Shared Voting Power: 1,084,600
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 1,084,600
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,084,600
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11): 9.8%
	14.	Type of Reporting Person (See Instructions) OO

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Joseph Stilwell
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only ...........................................................................................................................
	4.	Source of Funds (See Instructions) PF, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With
		7. Sole Voting Power: 0
		8. Shared Voting Power: 1,084,600
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 1,084,600
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,084,600
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11): 9.8%
	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 744319104 SCHEDULE 13D Page 6 of 17

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		John Stilwell
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only ...........................................................................................................................
	4.	Source of Funds (See Instructions) PF, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With
		7. Sole Voting Power: 3,800
		8. Shared Voting Power: 0
		9. Sole Dispositive Power: 3,800
		10. Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,800
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11): .03%
	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 744319104 SCHEDULE 13D Page 7 of 17

Item 1. Security and Issuer

This is the tenth amendment to the original Schedule 13D, which was filed on June 20, 2005 (the “Original Schedule 13D”) and amended on August 2, 2005 (the “First Amendment”), on August 5, 2005 (the “Second Amendment”), on November 16, 2005 (the “Third Amendment”), on February 7, 2006 (the “Fourth Amendment”), on September 22, 2006 (the “Fifth Amendment”), on October 5, 2006 (the "Sixth Amendment"), on February 14, 2007 (the “Seventh Amendment”), on March 7, 2007 (the "Eighth Amendment"), and on February 11, 2008 (the "Ninth Amendment"). This Tenth Amendment is filed jointly by Stilwell Value Partners I, L.P., a Delaware limited partnership (“Stilwell Value Partners I”), Stilwell Partners, L.P., a Delaware limited partnership (“Stilwell Partners”), Stilwell Value LLC, a Delaware limited liability company (“Stilwell Value LLC”) and the general partner of Stilwell Value Partners I, Joseph Stilwell, the general partner of Stilwell Partners and the managing and sole member of Stilwell Value LLC, and John Stilwell. All of the filers of this Schedule 13D are collectively referred to as the “Group.”

This statement relates to the common stock (“Common Stock”) of Prudential Bancorp, Inc. of Pennsylvania (“Issuer” or “PBIP”). The address of the principal executive offices of the Issuer is 1834 Oregon Avenue, Philadelphia, Pennsylvania 19145. The joint filing agreement of the members of the Group is Exhibit 1 to the Original Schedule 13D.

Item 2. Identity and Background

(a)-(c)  This statement is filed by Joseph Stilwell with respect to the shares of Common Stock beneficially owned by Joseph Stilwell, including shares of Common Stock held in the names of Stilwell Value Partners I and Stilwell Partners, in Joseph Stilwell’s capacities as the general partner of Stilwell Partners and as the managing and sole member of Stilwell Value LLC, which is the general partner of Stilwell Value Partners I.

The business address of Stilwell Value Partners I, Stilwell Partners, Stilwell Value LLC and Joseph Stilwell is 26 Broadway, 23^rd Floor, New York, New York 10004.

The principal employment of Joseph Stilwell is investment management. Stilwell Value Partners I and Stilwell Partners are private investment partnerships engaged in the purchase and sale of securities for their own accounts. Stilwell Value LLC is in the business of serving as the general partner of Stilwell Value Partners I and related partnerships.

This statement is also filed by John Stilwell with respect to the shares of Common Stock beneficially owned by him. John Stilwell’s business address is 26 Broadway, 23^rd Floor, New York, New York 10004. John Stilwell is employed by Stilwell Partners as an analyst. John Stilwell and Joseph Stilwell are brothers.

(d)  During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

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(e)  During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f)  Joseph Stilwell and John Stilwell are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration

Stilwell Partners and John Stilwell have not purchased any shares of Common Stock since the Original Schedule 13D. Since the Ninth Amendment, Stilwell Value Partners I has expended $8,789 to acquire 700 shares of Common Stock. Such funds were provided from the working capital of Stilwell Value Partners I and, from time to time, in part by margin account loans from subsidiaries of Bear Stearns extended in the ordinary course of business.

All purchases of shares of Common Stock made by the Group using funds borrowed from Bear Stearns, if any, were made in margin transactions on Bear Stearns’ usual terms and conditions. All or part of the shares of Common Stock owned by members of the Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the Group. Such loans generally bear interest at a rate based upon the broker’s call rate from time to time in effect. Such indebtedness, if any, may be refinanced with other banks or broker-dealers.

Item 4. Purpose of Transaction

The Group’s purpose in acquiring shares of Common Stock is to profit from their appreciation through the assertion of shareholder rights. The Group does not believe the value of Issuer’s assets is adequately reflected in the Common Stock’s current market price.

Members of the Group are filing this Tenth Amendment to report, as further described below, that on May 14, 2008, Stilwell Value Partners I demanded that the Issuer’s board of directors require director John Judge to resign or be removed because he is no longer able to function as a director due to very labile hypertension, which the Group believes may have progressed to senile dementia. Stilwell Value Partners I also demanded that the board prosecute an action or take corrective measures to require the directors to faithfully discharge their fiduciary duties and not seek to control the outcome of the vote to adopt stock benefit plans. Stilwell Value Partners I also demanded that the directors personally reimburse the Issuer for the costs incurred in defending the lawsuit brought by Stilwell Value Partners I.  

Members of the Group believe that it is in the best interests of Issuer’s shareholders that its board of directors include public shareholders who beneficially own a substantial number of shares of Common Stock. Members of the Group believe that Joseph Stilwell would bring broad experience and a fresh perspective to Issuer’s board because none of its current directors have any previous public company experience or any experience in allocating capital for a public company.

CUSIP No. 744319104 SCHEDULE 13D Page 9 of 17

On July 12, 2005, Joseph Stilwell met with Issuer’s representatives to ask that he be placed on Issuer’s board, but Issuer denied the request. A week later, one of Issuer’s directors died. On September 21, 2005, Issuer named two new directors to the board, neither of whom owns substantial shares of Common Stock.

Fifty-five percent of the outstanding shares of Common Stock are held by the Prudential Mutual Holding Company (the “MHC”), which is controlled by Issuer’s board. Therefore, with regard to most corporate decisions, such as the election of directors, the MHC will be able to “outvote” Issuer’s public shareholders. However, regulations promulgated by the Federal Deposit Insurance Corporation (the “FDIC”), Issuer’s primary federal regulator, previously barred the MHC from voting on the Issuer’s stock benefit plans and the Issuer’s prospectus in connection with its initial public offering in February 2005 indicated that the MHC would not vote on the plans.

During the summer of 2005, members of the Group expected that Issuer would be seeking shareholder approval of the stock benefit plans described in its prospectus. But after the Group announced in August 2005 that it would solicit proxies to oppose adoption of the stock benefit plans as a referendum to place Joseph Stilwell on the board, Issuer decided not to seek public shareholder approval of any stock benefit plans at the 2006 annual meeting and only submitted proposals to re-elect incumbent directors and ratify its auditors to a shareholder vote at the meeting.

Therefore, in December 2005, members of the Group solicited proxies from other public shareholders to withhold their votes on the election of directors as a referendum.

At the February 3, 2006 annual meeting, 71% of Issuer’s voting public shares were withheld from voting on the election of directors, according to the final results provided by the independent inspector of elections.

On April 6, 2006, Issuer announced that it had received advice from the FDIC that the MHC may vote its shares of Common Stock in favor of the stock benefit plans and that Issuer planned to hold a special meeting of shareholders to vote on approval of the plans. Issuer was thereafter required by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) to seek its approval of Issuer’s plans. On April 19, 2006, Issuer announced that it had decided to postpone the special meeting. The Federal Reserve Board has since determined to follow the FDIC’s position.

On October 4, 2006, Stilwell Value Partners I sued Issuer, the MHC, and the directors of Issuer and the MHC in the United States District Court, Eastern District of Pennsylvania, for breach of fiduciary duties, unjust enrichment, promissory estoppel, and unfair dilution and disenfranchisement, and seeking an order preventing the MHC, which is controlled by the individuals who will receive significant awards under the stock benefit plans, from voting the MHC’s shares in PBIP in favor of the plans. (A copy of the complaint is attached to the Sixth Amendment as Exhibit 4). On August 15, 2007, the court dismissed some claims, but sustained the cause of action against the MHC as majority shareholder of PBIP for breach of fiduciary duties. Discovery proceeded and all the directors were deposed. Both sides moved for summary judgment but the court ordered the case to trial, which is currently scheduled for June 2008.

CUSIP No. 744319104 SCHEDULE 13D Page 10 of 17

At the February 9, 2007 annual meeting, 75% of Issuer's voting public shares were withheld from voting on the election of directors. At the meeting, Mr. Stilwell publicly offered that, if President and CEO Thomas A. Vento could define return on equity on a per share basis, Mr. Stilwell would donate $25,000 to a charity of Mr. Vento's choice. Mr. Vento attempted to define it but was unable to do so. In March 2007, the Group placed billboard advertisements (a copy of which was attached as Exhibit 5 to the Eighth Amendment) regarding the results of PBIP's 2006 and 2007 annual meetings and its directors' unwillingness to hold a democratic vote on the stock benefit plans.

In December 2007, we filed proxy materials for the solicitation of proxies to withhold votes on the election of PBIP's directors at the 2008 annual meeting of shareholders. At the February 4, 2008 annual meeting, an average of 77% of Issuer's voting public shares were withheld from voting in the election of directors, according to the final results provided by the independent inspector of elections. Excluding shares held in Issuer's Employee Stock Ownership Plan, an average of 88% of the voting public shares withheld their votes in the election of directors.

On May 14, 2008, Stilwell Value Partners I delivered to Issuer’s Board of Directors a demand that it prosecute an action or take corrective measures to require the directors to faithfully discharge their fiduciary duties and not seek to control the outcome of the vote to adopt stock benefit plans. A copy of the demand is attached as Exhibit 6. Stilwell Value Partners I also demanded that the directors personally reimburse the Issuer for the costs incurred in defending the lawsuit brought by Stilwell Value Partners I. Also, Stilwell Value Partners I demanded that director John Judge resign or be removed because he is no longer able to perform his duties as a director due to serious illness. Mr. Judge, who is at least 87 years old, suffers from very labile hypertension. The Group believes Mr. Judge may also be suffering from senile dementia likely caused by the hypertension. Mr. Judge (and the other directors) should recognize, or reasonably recognize, that Mr. Judge can no longer perform his functions consistent with his fiduciary duties as a PBIP director.

The Group also intends to hold its shares of Common Stock indefinitely, and if Issuer seeks shareholder approval of its stock benefit plans in the future, the Group intends to solicit proxies to oppose approval.

Members of the Group reserve their right to exercise other shareholder rights which include, without limitation, to: (a) communicate and discuss their views with other shareholders, including discussions concerning: (i) the election of directors to the board, (ii) executive compensation and (iii) ways to maximize shareholder value; or (b) solicit proxies or written consents from other shareholders of Issuer with respect to (x) seeking board representation or (y) rejection of the stock benefit plans or other equity-based compensation plans proposed by Issuer.

Since 2000, affiliates of the Group have filed Schedule 13Ds to report greater than 5% positions in twelve other publicly traded companies. For simplicity, we refer to these affiliates as the “Group”, “we”, “us”, or “our”. In each instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder rights. In each situation, we believed that the values of the companies’ assets were not adequately reflected in the market prices of their shares. The filings are described below.

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On May 1, 2000, we filed a Schedule 13D to report our position in Security of Pennsylvania Financial Corp. (“SPN”). We scheduled a meeting with senior management to discuss ways to maximize the value of SPN’s assets. On June 2, 2000, prior to the scheduled meeting, SPN and Northeast Pennsylvania Financial Corp. announced SPN’s acquisition. We then sold our shares on the open market.

On July 7, 2000, we filed a Schedule 13D to report our position in Cameron Financial Corporation (“Cameron”). Thereafter we exercised our shareholder rights by, among other things, requesting that Cameron management hire an investment banker, demanding Cameron’s list of shareholders, meeting with Cameron’s management, demanding that Cameron invite our representatives to join the board, writing to other Cameron shareholders to express our dismay with management’s inability to maximize shareholder value and publishing that letter in the local press. On October 6, 2000, Cameron announced its sale to Dickinson Financial Corp., and we sold our shares on the open market.

On January 4, 2001, we filed a Schedule 13D to report our position in Community Financial Corp. (“CFIC”). We reported that we acquired CFIC stock for investment purposes after CFIC announced the sale of two of its four subsidiary banks and its intention to sell one or more of its remaining subsidiaries. On January 25, 2001, CFIC announced the sale of one of its remaining subsidiaries. We then announced our intention to run an alternate slate of directors at the 2001 annual meeting if CFIC did not sell the remaining subsidiary by then. On March 27, 2001, we wrote to CFIC confirming that CFIC had agreed to meet with one of our proposed nominees to the board. On March 30, 2001, before our meeting took place, CFIC announced its merger with First Financial Corporation, and we sold our shares on the open market.

On February 23, 2001, we filed a Schedule 13D to report our position in Montgomery Financial Corporation (“Montgomery”). On April 20, 2001, we met with Montgomery’s management, and suggested to them that they should maximize shareholder value by selling the institution. We also informed management that we would run an alternate slate of directors at the 2001 annual meeting unless Montgomery entered into a transaction. Eleven days after we filed our Schedule 13D, however, Montgomery’s board met and amended its bylaws to make it more difficult for us to run an alternate slate by limiting the pool of potential nominees to local persons with a banking relation and shortening the deadline to nominate an alternate slate. We located qualified nominees under the restrictive bylaw provisions and noticed our slate within the deadline. On June 5, 2001, Montgomery announced that it had hired a banker to explore a sale. On July 24, 2001, Montgomery announced its merger with Union Community Bancorp.

On June 14, 2001, we filed a Schedule 13D reporting our position in HCB Bancshares, Inc. (“HCBB”). On September 4, 2001, we reported that we had entered into a standstill agreement with HCBB, under which HCBB agreed to: (a) add a director selected by us, (b) consider conducting a Dutch tender auction, (c) institute annual financial targets, and (d) retain an investment banker to explore alternatives if it did not achieve the financial targets. On October 22, 2001, our nominee, John G. Rich, Esq., was named to the board. On January 31, 2002, HCBB announced a modified Dutch tender auction to repurchase 20% of its shares. Although HCBB’s outstanding share count decreased by 33% between the time of our original Schedule 13D and August 2003, HCBB did not achieve the financial target. On August 12, 2003, HCBB announced it had retained a banker to assist in exploring alternatives for maximizing

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shareholder value, including a sale. On January 14, 2004, HCBB announced its sale to Rock Bancshares Inc., and we sold our shares on the open market.

On December 15, 2000, we filed a Schedule 13D reporting a position in Oregon Trail Financial Corp. (“OTFC”). In January 2001, we met with the management of OTFC to discuss our concerns that management was not maximizing shareholder value, and we proposed that OTFC voluntarily place our nominees on the board. OTFC rejected our proposal, and we announced our intention to solicit proxies to elect a board nominee. We demanded OTFC’s shareholder list, but they refused. We sued them in Baker County, Oregon, and the court ruled in our favor and sanctioned them. We also sued two OTFC directors alleging that one had violated OTFC’s residency requirement and that the other had committed perjury. Both suits were dismissed pre-trial but we filed an appeal in one suit and were permitted to re-file the other suit in state court. On August 16, 2001, we started soliciting proxies to elect Kevin D. Padrick, Esq. to the board. We argued in our proxy materials that OTFC should have repurchased its shares at prices below book value. OTFC announced the hiring of an investment banker. Then, the day after the 9/11 attacks, OTFC sued us in Portland and moved to invalidate our proxies; the court denied the motion and the election proceeded.

On October 12, 2001, OTFC’s shareholders elected our candidate by a 2-1 margin. In the five months after the filing of our first proxy statement (i.e., from August 1, 2001 through December 31, 2001), OTFC repurchased approximately 15% of its shares. On March 12, 2002, we entered into a standstill agreement with OTFC. They agreed to: (a) achieve annual targets for return on equity, (b) reduce their current capital ratio, (c) obtain advice from an investment banker regarding annual 10% stock repurchases, (d) re-elect our director to the board, (e) reimburse a portion of our expenses, and (f) withdraw their lawsuit. On February 24, 2003, OTFC and FirstBank NW Corp. announced their merger, and we disposed of substantially all of our shares on the open market.

On November 25, 2002, we filed a Schedule 13D reporting a position in American Physicians Capital, Inc. ("ACAP"). The Schedule 13D reported that on January 18, 2002, Michigan’s insurance department had approved our request to solicit proxies to elect two directors to ACAP’s board. On January 29, 2002, we noticed our intention to nominate two directors at the 2002 annual meeting. On February 20, 2002, we entered into a three-year standstill agreement with ACAP, providing for ACAP to add our nominee, Spencer L. Schneider, Esq., to its board. ACAP also agreed to consider using a portion of its excess capital to repurchase ACAP’s shares in each of the fiscal years 2002 and 2003 so that its outstanding share count would decrease by 15% for each of those years. In its 2002 fiscal year, ACAP repurchased 15% of its outstanding shares; these repurchases were highly accretive to per-share book value. On November 6, 2003, ACAP announced a reserve charge and that it would explore options to maximize shareholder value. It also announced that it would exit from the healthcare and workers’ compensation insurance businesses. ACAP then announced that it had retained Sandler O’Neill & Partners, L.P., to assist the board. On December 2, 2003, ACAP announced the early retirement of its President and CEO. On December 23, 2003, ACAP named R. Kevin Clinton its new President and CEO. On June 24, 2004, ACAP announced that after a diligent and thorough review and examination, it had decided that the best means to maximize shareholder value would be to continue to execute ACAP’s business strategy of shedding non-core businesses and to focus on its core business line in its core markets. We increased our holdings in ACAP, and we announced that we intended to seek additional board representation. On

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November 10, 2004, ACAP invited Mr. Stilwell to sit on the board, and we entered into a new standstill agreement. This agreement was terminated in November 2007, with our nominees remaining on ACAP’s board.

On June 30, 2003, we filed a Schedule 13D reporting a position in FPIC Insurance Group, Inc. (“FPIC”). On August 12, 2003, Florida’s insurance department approved our request to buy more than 5% of FPIC’s shares, to solicit proxies to hold board seats, and to exercise shareholder rights. On November 10, 2003, FPIC invited our nominee, John G. Rich, Esq., to join the board and we signed a confidentiality agreement. On June 7, 2004, we disclosed that because FPIC’s management had taken steps increasing its market price to more adequately reflect its value, we disposed of our shares on the open market, decreasing our holdings below five percent.

On March 29, 2004, we filed a Schedule 13D reporting a position in Community Bancshares, Inc. ("COMB"). We disclosed our intention to meet with COMB's management and evaluate management's progress, and that we would likely support management if it effectively addressed COMB's challenges. On November 21, 2005, we amended our Schedule 13D and stated that although we believed that COMB's management had made good progress in resolving its regulatory issues, lawsuits, problem loans, and non-performing assets, COMB's return on equity was substantially below average, its return on equity would be likely to remain below average for the foreseeable future, and it should therefore be sold. On November 21, 2005, we also stated that if COMB did not announce a sale before our deadline to solicit proxies for the next annual meeting, we would solicit proxies to elect our own slate. On January 6, 2006, we disclosed the names of our three board nominees. On May 1, 2006, COMB announced its sale to The Banc Corporation, and we sold our shares on the open market.

On January 19, 2006, we filed a Schedule 13D reporting a position in SCPIE Holdings Inc. ("SKP"). We announced we would run our slate of directors at the 2006 annual meeting and demanded SKP's shareholder list. SKP initially refused to timely produce the list, but did so after we sued them in Delaware Chancery Court. We engaged in a proxy contest at the 2006 annual meeting. However, SKP’s directors were elected. On December 14, 2006, SKP agreed to place Mr. Stilwell on the board and re-nominate him for re-election to the board in the spring of 2007. On October 16, 2007, Mr. Stilwell resigned from SKP’s board after the board approved a transaction for the sale of SKP that Mr. Stilwell believed was an inferior offer. We solicited shareholder proxies in opposition to the proposed sale, but the sale was nevertheless approved.

On July 27, 2006, we filed a Schedule 13D reporting a position in Roma Financial Corp. ("Roma"). Nearly 70% of Roma’s shares are held by a mutual holding company (like PBIP) controlled by Roma’s board. In April 2007, we engaged in a proxy solicitation at Roma's first annual meeting of stockholders urging Roma's stockholders to withhold their vote from election of management's slate of director nominees. Roma did not put their stock benefit plans up for a vote at that meeting, at which management's nominees were elected. We met with Roma management. In the four months since Roma became eligible to repurchase its shares, Roma promptly announced and substantially completed repurchases of 15% of its publicly held shares, which were accretive to shareholder value. In our judgment, management came to understand the importance of proper capital allocation. Accordingly, on November 21, 2007, we amended our Schedule 13D to report that based on Roma management’s prompt implementation of shareholder-friendly capital allocation plans, the Group supported management’s adoption of

CUSIP No. 744319104 SCHEDULE 13D Page 14 of 17

stock benefit plans at the 2008 meeting.

On November 5, 2007, we filed a Schedule 13D reporting a position in Northeast Community Bancorp, Inc. ("NECB"). A majority of NECB’s shares are held by a mutual holding company (like PBIP and Roma) controlled by NECB’s board. We presented a model stock benefit plan to management that we would support based on a vesting schedule that more closely aligns management’s interests to shareholder returns. To date, management has not formally responded.

Members of the Group may seek to make additional purchases or sales of shares of Common Stock. Except as noted in this filing, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

The percentages used in this filing are calculated based on the number of outstanding shares of Common Stock, 11,085,076, reported as the number of outstanding shares as of May 9, 2008, in Issuer’s quarterly report on Form 10-Q for the quarter ended March 31, 2008. All purchases of shares of Common Stock reported herein were made in open market transactions on The Nasdaq Stock Market.

(A)  Stilwell Value Partners I

(a) Aggregate number of shares beneficially owned: 1,084,600

Percentage: 9.8%

(b) 1.  Sole power to vote or to direct vote: 0

2.  Shared power to vote or to direct vote: 1,084,600

3.  Sole power to dispose or to direct the disposition: 0

4.  Shared power to dispose or to direct disposition: 1,084,600

(c)  In the last 60 days, Stilwell Value Partners I has sold shares of Common Stock as follows:

Date	Trade	Number of Shares	Price Per Share ($)	Total Proceeds ($)
5/12/2008	Sale	3,500	$12.00	$42,000

(d)  Because he is the managing and sole member of Stilwell Value LLC, which is the general partner of Stilwell Value Partners I, Joseph Stilwell has the power to direct the affairs of Stilwell Value Partners I, including the voting and disposition of shares of Common Stock held in the name of Stilwell Value Partners I. Therefore, Joseph Stilwell is deemed to share voting and disposition power with Stilwell Value Partners I with regard to those shares of Common Stock.

(B)  Stilwell Partners

CUSIP No. 744319104 SCHEDULE 13D Page 15 of 17

(a) Aggregate number of shares beneficially owned:  1,084,600

Percentage: 9.8%

(b) 1. Sole power to vote or to direct vote: 0

2. Shared power to vote or to direct vote: 1,084,600

3. Sole power to dispose or to direct the disposition: 0

4. Shared power to dispose or to direct disposition: 1,084,600

(c)  Stilwell Partners has not purchased or sold any shares of Common Stock since the filing of the Original Schedule 13D.

(d)  Because he is the general partner of Stilwell Partners, Joseph Stilwell has the power to direct the affairs of Stilwell Partners, including the voting and disposition of shares of Common Stock held in the name of Stilwell Partners. Therefore, Joseph Stilwell is deemed to share voting and disposition power with Stilwell Partners with regard to those shares of Common Stock.

(C) Stilwell Value LLC

(a) Aggregate number of shares beneficially owned:  1,084,600

Percentage:  9.8%

(b) 1.  Sole power to vote or to direct vote: 0

2.  Shared power to vote or to direct vote: 1,084,600

3.  Sole power to dispose or to direct the disposition: 0

4.  Shared power to dispose or to direct disposition: 1,084,600

(c)  Stilwell Value LLC has made no purchases of shares of Common Stock.

(d)  Because he is the managing and sole member of Stilwell Value LLC, Joseph Stilwell has the power to direct the affairs of Stilwell Value LLC. Stilwell Value LLC is the general partner of Stilwell Value Partners I. Therefore, Stilwell Value LLC may be deemed to share with Joseph Stilwell voting and disposition power with regard to the shares of Common Stock held by Stilwell Value Partners I.

(D) Joseph Stilwell

(a) Aggregate number of shares beneficially owned: 1,084,600

Percentage: 9.8%

(b) 1.  Sole power to vote or to direct vote: 0

2.  Shared power to vote or to direct vote: 1,084,600

3.  Sole power to dispose or to direct the disposition: 0

4.  Shared power to dispose or to direct disposition: 1,084,600

(c) In the past 60 days, Joseph Stilwell has made no purchases or sales of shares of Common Stock.

(E) John Stilwell

CUSIP No. 744319104 SCHEDULE 13D Page 16 of 17

(a) Aggregate number of shares beneficially owned: 3,800

Percentage: .03%

(b) 1.  Sole power to vote or to direct vote: 3,800

2.  Shared power to vote or to direct vote: 0

3.  Sole power to dispose or to direct the disposition: 3,800

4.  Shared power to dispose or to direct disposition: 0

(c) John Stilwell has not purchased or sold any shares of Common Stock since the filing of the Original Schedule 13D.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than the Joint Filing Agreement filed as Exhibit 1, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing of profits. Stilwell Value LLC and Joseph Stilwell, in their capacities, respectively, as general partner of Stilwell Value Partners I, and managing and sole member of Stilwell Value LLC and general partner of Stilwell Partners, are entitled to an allocation of a portion of profits.

See Items 1 and 2 above regarding disclosure of the relationships between members of the Group, which disclosure is incorporated herein by reference.

Item 7. Material to be filed as Exhibits

Exhibit Number	Description
1	Joint Filing Agreement, filed with Original Schedule 13D
2	Power of Attorney of John Stilwell, filed with Original Schedule 13D
3	Shareholder List Request, dated July 28, 2005, filed with First Amendment
4	Complaint, dated October 4, 2006, filed with Sixth Amendment
5	Example of Billboard Advertisement, filed with Eighth Amendment
6	Demand letter to the PBIP Board of Directors dated May 14, 2008

CUSIP No. 744319104 SCHEDULE 13D Page 17 of 17

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: May 19, 2008

STILWELL VALUE PARTNERS I, L.P.

By:       STILWELL VALUE LLC
General Partner

/s/ Joseph Stilwell

By:       Joseph Stilwell
Managing and Sole Member

STILWELL PARTNERS, L.P.

/s/ Joseph Stilwell

By:       Joseph Stilwell
General Partner

STILWELL VALUE LLC

/s/ Joseph Stilwell

By:       Joseph Stilwell
Managing and Sole Member

JOSEPH STILWELL

/s/ Joseph Stilwell

Joseph Stilwell

JOHN STILWELL

/s/ John Stilwell

John Stilwell

EX-99

Exhibit6

STILWELL VALUE PARTNERS I, L.P.

26 Broadway, 23^rd Floor

New York, New York 10004

(212) 269-5800

May 14, 2008

By Messenger, Federal Express and Facsimile

Board of Directors

Prudential Bancorp Inc. of Pennsylvania

1834 Oregon Avenue

Philadelphia, Pennsylvania 19145

Attn: Joseph W. Packer, Chairman of the Board Regina Wilson, Corporate Secretary

Re: Demand to Prosecute Action or Take Corrective Measures

Dear Sirs:

Stilwell Value Partners I, L.P. (“SVP”) demands that you commence and prosecute an action on behalf of Prudential Bancorp Inc. of Pennsylvania (the “Company”) against the directors of the Company or take the corrective measures listed below. This demand is written in accordance with Section 7.03 of the ALI Principles of Corporate Governance: Analysis and Recommendations. SVP is a shareholder of the Company and first purchased shares on May 8, 2005.

Summary

SVP demands that the Company take steps to require the directors of the Company to faithfully discharge their fiduciary duties of loyalty and good faith owed to the Company and to prevent them from acting contrary to those duties. As described below, the Company’s directors, unless measures are taken, will continue to act in contravention of their undivided duty of loyalty to the Company by seeking to cause the Company to implement certain stock plans that will operate to enrich the directors and as to which they have a blatant conflict of interest and which create the appearance of a conflict of interest that is independently damaging to the Company. For no apparent reason other than advancing their own financial interests, the directors have deliberately manipulated the timing of a shareholder vote on the stock plans in a manner intended to avoid and prevent a meaningful vote by all of the shareholders of the Company and which puts them in a direct conflict of interest – i.e., they acted in a disloyal, conflicted manner (timing the vote) to allow them to perpetuate a conflict of interest (voting themselves plans). By this demand, SVP seeks to compel the directors to reform their behavior and to conform their conduct to the standard required under Pennsylvania law and the Company’s own Code of Conduct.

Prudential Bancorp Inc. of Pennsylvania

May 14, 2008

Page 2

Additionally, we believe that director John Judge’s condition has and will continue to hamper his ability to perform his duties as a director of the Company. Mr. Judge, who is at least 87 years old, suffers from very labile hypertension. Mr. Judge may also be suffering from senile dementia likely caused by the hypertension. Mr. Judge (and the other directors) should recognize, or reasonably recognize, that Mr. Judge can no longer perform his functions consistent with his fiduciary duties as a Company director. Mr. Judge should resign or be removed.

Relevant Parties

SVP is a Delaware limited partnership with its principal place of business located in the State of New York. SVP’s general partner is Stilwell Value LLC, a Delaware limited liability company with its principal place of business in New York. The managing and sole member of Stilwell Value LLC is Joseph Stilwell, who has sole authority to direct the investment decisions of SVP, including its stock purchases of the Company.

The Company is a publicly traded corporation organized under the laws of Pennsylvania whose principal place of business is located in Philadelphia, Pennsylvania. The Company is the sole owner of Prudential Savings Bank (the “Bank”), a Pennsylvania chartered savings bank.

Thomas A. Vento is now, and at all relevant times has been, a director of the Company, the Bank, and Prudential Mutual Holding Company (“MHC”). MHC owns 55% of the stock of the Company and controls the affairs of the Company and the Bank. In addition to being a director of the Company and MHC, Vento is now, and at all relevant times has been, the President and Chief Executive Officer of the Company, MHC, and the Bank.

Jerome R. Balka, John P. Judge, Joseph W. Packer, A.J. Fanelli, and Francis V. Mulcahy are now, and at all relevant times have been, directors of the Company, MHC, and the Bank.

Vento, Balka, Judge and Packer have served as directors of the Company, the Bank, and MHC since their inception in 2004 and are referred to collectively as the “Original Directors.” The Original Directors together with Fanelli and Mulcahy, who became directors of the Company, MHC, and the Bank in August 2005, are referred to as the “Directors.”

Facts

The Vote

In June 2004, the Original Directors caused the Bank to adopt a “plan of reorganization” and related “plan of stock issuance” to convert the Bank from a mutual savings bank structure to a mutual holding company structure. As a mutual savings bank, the

Prudential Bancorp Inc. of Pennsylvania

May 14, 2008

Page 3

Bank was controlled by the Original Directors; the Bank’s depositors were members of the Bank but did not control its affairs. As a mutual savings bank, the Bank had no capital stock and no shareholders. The Original Directors perpetuated themselves in office.

The reorganization plan provided that the Bank would become a wholly-owned subsidiary of the Company, both of which would be organized as stock companies. The Company, in turn, would always, as a matter of law, be majority-owned by MHC and the stock in the Company not held by MHC would be offered for sale to the depositors of the Bank and the public. Under the plan, MHC would be organized as a mutual holding company and would not have any shareholders. MHC would be controlled by its Board of Directors (i.e. the Directors) who would be able to elect themselves to the MHC board without input from the Bank’s depositors. The Directors would also have sole authority respecting all of MHC’s decisions, including the voting by MHC of its majority holdings in the Company.

As part of the reorganization, the Company developed a “stock option plan” and an associated “stock recognition and retention plan” (collectively, the “Stock Plans”). The Stock Plans would be established for the benefit of the Company’s directors, officers, and employees, and a committee of the Directors would determine the size of the awards under the Stock Plans. The Stock Plans are to be funded with 565,368 shares (stock option plan) and 226,147 shares (stock recognition and retention plan).

The Stock Plans will greatly enrich the Directors. Under the Stock Plans, an executive officer (such as Mr. Vento) may receive up to 25% of the options available under the stock option plan. Non-employee directors, such as the remaining Directors, may each receive up to 5% of the options available under the stock option plan. Upon information and belief, the stock recognition and retention plan, which involves awards of restricted stock, does not include limitations on awards.

The reorganization was completed on March 29, 2005. As a result of the reorganization, the Bank was wholly owned by the Company, which in turn was owned by MHC which held 55% of the stock of the Company. The other 45% of the stock of the Company was held by the investing public. The Original Directors became directors of the Bank, the Company, and MHC, and as such, were able from that point forward to control the actions of the Bank, the Company, and MHC. Under the reorganized structure the Original Directors, and now the Directors, control the actions of the Bank, the Company, and MHC due to their overlapping director positions. Under the reorganized structure, the Original Directors, and now the Directors, perpetuate themselves in their director positions because as directors of the Company they may nominate themselves for reelection to director positions and as directors of MHC, they control how MHC votes.

At the time the reorganization was completed, the Company had not formally adopted or implemented the Stock Plans. However, the Original Directors anticipated that the Stock Plans would be adopted six months after completion of the reorganization and that the Stock Plans would be implemented during the first year after the conversion. This six-month to one-year period is referred to as the “Window.” This anticipated

Prudential Bancorp Inc. of Pennsylvania

May 14, 2008

Page 4

schedule for adoption and implementation carried with it important protections to assure that the Stock Plans were not the product of self-dealing, but rather adopted and implemented in accordance with the Directors’ undivided duty of loyalty to the Company. Under the federal regulatory regime applicable to implementation of the Stock Plans, the Company could not implement the Stock Plans in the Window without securing approval by a majority vote of the shares in the Company held by the public. In other words, during the Window, the Directors could not cause MHC, as owner of a majority of the Company’s shares, to approve implementation of the Stock Plans because of the “majority of the minority” voting requirement in the regulations of the Federal Deposit Insurance Corporation. 12 C.F.R. § 333.4

In addition to protections afforded by the “majority of the minority” voting requirement, as a publicly traded company with its stock listed on NASDAQ, the Company is required by Section 406(c) of the Sarbanes-Oxley Act (15 U.S.C. §7264) to adopt a “code of ethics” applicable to senior financial officers, including its chief executive officer (Vento), and under the rules of NASDAQ, to adopt a “code of conduct” applicable to all directors, officers and employees. On or about November 17, 2004, the Company adopted a code of conduct (the “Code”) applicable to the Original Directors and now the Directors. Under the Code, the Directors are required to certify in writing that they will “comply in good faith with the provisions and the spirit of the aforementioned Code.” (Emphasis supplied).

Among other things as relevant herein, the Code requires “all of [the Company’s] directors, officers and employees . . . to act in accordance with the highest standards of personal and professional integrity in all aspects of their activities . . . and to avoid misconduct and conflicts of interest and the appearance of conflicts of interest.” The Code explains that this is necessary “[i]n order to assure the proper and ethical performance of our business and to maintain the confidence of the public, our customers and our shareholders in Prudential Bancorp, Inc. of Pennsylvania and our subsidiary, Prudential Savings Bank.” In addition, the Code requires the “maintenance of high standards of honesty, integrity, impartiality and conduct [because it] is essential to assure the proper performance of [the Company’s] business and the maintenance of the public’s trust.” Furthermore, there must be “close observance” of the standards including the standard “that all directors, officers, employees and other representatives must avoid potential conflicts of interest [and]. . . . [t]he appearance of a conflict of interest may be just as damaging to [the Company’s] reputation as a real conflict.”

On May 9, 2005, SVP made its first purchase of the Company stock and through June 2005 acquired over one million shares of the Company stock. On or about June 16, 2005, the Company and Vento were informed that SVP and other related investors who collectively held the largest minority stake in the Company (the “Stilwell Group”) owned in excess of five percent of the Company’s shares and would shortly file a Schedule 13D with the Securities and Exchange Commission disclosing the Stilwell Group’s stock purchases and investment intentions. The Company and Vento also learned that Joseph Stilwell (or another representative of the Stilwell Group), in view of the Stilwell Group’s equity stake and Mr. Stilwell’s financial experience, wished to be named a Company di-

Prudential Bancorp Inc. of Pennsylvania

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Page 5

rector. The Company and Vento were informed that if SVP’s request were not accepted, SVP might oppose adoption of the Stock Plans and solicit proxies from the other minority shareholders whose votes would be determinative in the Window to oppose the Stock Plans.

The Original Directors, and ultimately the Directors, however, had no intention of appointing Mr. Stilwell a director nor were they willing to risk the defeat of the Stock Plans which offered them substantial financial benefits.

Recognizing that they would be defeated if the Stock Plans were put to a vote of the “majority of the minority” in the Window and they would not be able to reap the rewards under the Stock Plans, the Original Directors and ultimately the Directors abandoned their intention to submit the Stock Plans to a vote in the Window. Instead, Vento and others, through the Company’s counsel, sought and received an interpretation of the FDIC’s regulation regarding the Window to the effect that the regulation would not be applicable outside the one-year period from the date of the reorganization. Under the interpretation, after March 29, 2006, the Directors believed they could adopt the Stock Plans and submit them to a shareholder vote, and through their positions on the MHC board, cause MHC, through its majority ownership of the Company, to approve the Stock Plans that would then serve to enrich the very Directors who would orchestrate this outcome.

Accordingly, the conflicted and self-interested Directors, in an act designed to enrich themselves, chose not to submit the Stock Plans to a vote in the Window and to resist any effort by SVP to cause the vote to occur within the Window or to exclude consideration of MHC’s share ownership in a vote on the Stock Plans outside the Window. Instead, they intentionally delayed adoption of the Stock Plans until April 6, 2006, at which time the Company publicly announced the adoption of the Stock Plans and the intent to submit the Stock Plans to a vote of the Company shareholders in which MHC’s vote of its majority interest in the Company allegedly will count toward determining approval of the Stock Plans.

When faced with SVP’s legal challenge to their conduct in October 2006, instead of objectively considering SVP’s complaint, the conflicted and self-interested Directors employed the resources of the Company to defend their self-interested decision to delay the vote on the Stock Plans until after the Window had expired.

The Directors have deliberately chosen to advance their own self-interests in the Stock Plans at the expense of the minority shareholders’ rights and in contravention of their duties to the Company. In addition to manipulating the timing of the vote on the Stock Plans in an effort to assure its outcome, on information and belief, the Directors have refused to consider alternatives that would assure recognition of the minority shareholders’ rights to influence the outcome of the vote on the Stock Plans. The Directors’ conduct alleged herein is a breach of good faith and their undivided duty of loyalty to the Company and is a violation of the letter and spirit of the Code. Among other things, the Directors could still submit the Stock Plans to a vote that would require approval by a

Prudential Bancorp Inc. of Pennsylvania

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Page 6

“majority of the minority.” The Directors should also be required to reimburse the Company for the sums expended in defending SVP’s legal challenge.

Based on the foregoing, the Company should take the corrective action referenced in the previous paragraph or prosecute an action against the Directors seeking to obtain the relief specified therein.

John Judge

Mr. Judge, who is at least 87 years old, suffers from very labile hypertension, and, according to a sworn statement from his physician, sitting for a deposition would put him at significant risk for a potentially fatal stroke or heart attack. (See Order, 2/29/08, ECF No. 61; E.D. Pa. Case 2:06-cv-04432-WY.) Mr. Judge’s condition has not improved. Mr. Judge may also be suffering from senile dementia likely caused by his hypertension. Mr. Judge (and the other Directors) should recognize, or reasonably recognize, that Mr. Judge can no longer perform the functions of a director with reasonable care or otherwise fulfill his fiduciary duties as a director. Mr. Judge should resign or be removed.

Conclusion

I look forward to your complete and proper attention to these matters.

Very truly yours,

/s/ Joseph Stilwell

Joseph Stilwell

Managing Member of Stilwell Value

LLC, General Partner of Stilwell

Value Partners I, L.P.

Copies to:

Thomas A. Vento

Jerome R. Balka

John P. Judge

A.J. Fanelli

Francis V. Mulcahy