[LETTERHEAD OF BENEFICIAL BANCORP, INC.]
October 29, 2014
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
| Re: | Beneficial Bancorp, Inc. |
Registration Statement on Form S-1
Request for Acceleration of Effectiveness
File No. 333-198282
Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C, and in connection with the above-referenced Registration Statement on Form S-1, Beneficial Bancorp, Inc. (the “Company”) hereby requests that said Registration Statement on Form S-1 be declared effective on Friday, October 31, 2014, at 2:00 p.m., Eastern time, or as soon thereafter as practicable.
Furthermore, the Company hereby acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If you have any questions regarding this request, please telephone Scott A. Brown of Kilpatrick Townsend & Stockton LLP at 202.508.5817.
| Very truly yours, | ||
| BENEFICIAL BANCORP, INC. | ||
/s/ Gerard P. Cuddy | ||
| Gerard P. Cuddy | ||
| President and Chief Executive Officer | ||
| cc: | Michael R. Clampitt, U.S. Securities and Exchange Commission |
Erin Purnell, U.S. Securities and Exchange Commission
