<PAGE> 1
As filed with the Securities and Exchange Commission on July 20, 2007
Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         BENEFICIAL MUTUAL BANCORP, INC.
             (exact name of registrant as specified in its charter)

       UNITED STATES                                     56-2480744
       -------------                                     ----------
(State or other jurisdiction of                 (IRS EmployerIdentification No.)
 incorporation or organization)

                          510 WALNUT STREET, 19TH FLOOR
                        PHILADELPHIA, PENNSYLVANIA 19106
                                 (215) 864-6000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                   BENEFICIAL MUTUAL SAVINGS BANK 401(K) PLAN
                 BENEFICIAL INSURANCE SERVICES, LLC 401(K) PLAN
                            (Full Titles of the Plans)
                 ----------------------------------------------

                                                    COPIES TO:
GERARD P. CUDDY                                     GARY R. BRONSTEIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER               LORI M. BERESFORD
BENEFICIAL MUTUAL BANCORP, INC.                     MULDOON MURPHY & AGUGGIA LLP
510 WALNUT STREET, 19TH FLOOR                       5101 WISCONSIN AVENUE, N.W.
PHILADELPHIA, PENNSYLVANIA  19106                   WASHINGTON, D.C.  20016
(215) 864-6000                                      (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

<TABLE>
<CAPTION>
======================================================================================================================
                                       Amount          Proposed Maximum       Proposed Maximum         Amount of
   Title of Securities to be           to be          Offering Price Per     Aggregate Offering      Registration
           Registered                Registered            Share(1)               Price(2)                Fee
----------------------------------------------------------------------------------------------------------------------
         <S>                         <C>                     <C>                 <C>                     <C>
          Common Stock
         $.01 par Value              2,371,384               $9.55               $22,646,718             $696
----------------------------------------------------------------------------------------------------------------------
         Participation
           Interests                    (3)                                                               (4)
======================================================================================================================
</TABLE>
(1)      The average of the high and low price of the common stock of Beneficial
         Mutual Bancorp, Inc. (the "Common Stock") on the Nasdaq Global Select
         Market on July 18, 2007, in accordance with Rule 457(c) under the
         Securities Act of 1933, as amended (the "Securities Act").
(2)      Estimated solely for the purpose of calculating the registration fee.
(3)      In addition, pursuant to Rule 416(c) under the Securities Act, this
         registration statement also covers an indeterminate amount of interests
         to be offered or sold pursuant to the employee benefit plans described
         herein.
(4)      The securities of Beneficial Mutual Bancorp, Inc. (the "Company" or the
         "Registrant") to be purchased by the Beneficial Mutual Savings Bank
         401(k) Plan and the Beneficial Insurance Services, LLC 401(k) Plan
         (collectively referred to herein as the "Plan") are included in the
         amount shown for Common Stock. Accordingly, pursuant to Rule 457(h)(2),
         no separate fee is required for the participation interests. In
         accordance with Rule 457(h) under the Securities Act, the registration
         fee has been calculated on the basis of the number of shares of Common
         Stock that may be purchased with the current assets of the Plan.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND 17 C.F.R. SS.230.462

<PAGE> 2

BENEFICIAL MUTUAL BANCORP, INC.

PART I   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the Beneficial Mutual
Savings Bank 401(k) Plan and the Beneficial Insurance Services, LLC 401(k) Plan
(collectively referred to herein as the "Plan") specified by Part I of this
Registration Statement will be sent or given to the participants in the Plan as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed or to be filed by Beneficial Mutual
Bancorp, Inc. (the "Registrant" or the "Company") with the SEC are incorporated
by reference in this Registration Statement:

         (a) The Prospectus filed with the SEC by the Registrant (File No.
333-141289 pursuant to Rule 424(b)(3) on May 18, 2007, which includes (i) the
financial statements of Beneficial Mutual Bancorp, Inc. and Subsidiaries as of
December 31, 2006 and 2005, and the related statements of income, changes in
retained earnings and cash flows for each of the years in the 3-year period
ended December 31, 2006; together with the related notes and report of Deloitte
& Touche LLP, independent registered public accounting firm.

         (b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2007 and filed with the SEC on June 28, 2007 (File No.
001-33476).

         (c) The description of the Registrant's common stock contained in
Registrant's Form 8-A12B (File No. 001-33476), as filed with the SEC pursuant to
Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on May 17, 2007.

         (d) The Registrant's current report on Form 8-K filed with the SEC on
July 18, 2007 (File No. 001-33476).

         (e) The Form 11-Ks for the plan year ended December 31, 2005 filed with
the SEC on July 20, 2007.

         (f) All the documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a) or 15(d) of the Exchange Act (excluding
items 2.02 and 7.01 of Form 8-K) after the date hereof and prior to the filing
of a post-effective amendment which deregisters all securities then remaining
unsold.

         ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT
TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY
FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

                                       2
<PAGE> 3

ITEM 4.  DESCRIPTION OF SECURITIES

         The Common Stock to be offered pursuant to the Plan has been registered
pursuant to Section 12(b) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Directors, officers and employees of the Registrant may be entitled to
benefit from the indemnification provisions contained in the Registrant's
Bylaws. Article XII of the Registrant's Bylaws provides for the following:

ARTICLE XII

         SECTION 1. INDEMNIFICATION. The Company shall indemnify its directors,
officers and employees to the fullest extent authorized by applicable law and
regulations as the same exist or may hereafter be amended.

         SECTION 2. PAYMENT OF EXPENSES. If a majority of the directors of the
Company concludes that, in connection with an action, any person ultimately may
become entitled to indemnification as authorized in Section 1 of this Article,
the directors shall authorize payment of reasonable costs and expenses,
including reasonable attorney's fees, arising from defense or settlement of such
action. This obligation shall, however, not prevent the directors of the Company
from imposing such conditions on a payment of expenses as they deem warranted
and in the best interest of the Company. Before making an advance under this
section of these bylaws, the Company shall obtain an agreement that the Company
will be repaid if the person on whose behalf payment is made is later determined
not to be entitled to such indemnification.

         SECTION 3. INSURANCE. The Company shall have the power to purchase and
maintain insurance to protect it and any person who is or was a member of the
board of directors, officer or employee of the Company from potential losses
arising from claims against any of them for alleged wrongful acts, or wrongful
acts, committed in their capacity as a director, officer or employee of the
Company. However, the Company may not obtain insurance which provides for
payment of losses of any person incurred as a consequence of his or her willful
or criminal misconduct.

         In addition, generally, federal law provides indemnity coverage for:

         (a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the association, for:

             (i)         Any amount for which that person becomes liable under a
                         judgment in such action; and

             (ii)        Reasonable costs and expenses, including reasonable
                         attorneys' fees, actually paid or incurred by that
                         person in defending or settling such action, or in
                         enforcing his or her rights under this section if he
                         or she attains a favorable judgment in such
                         enforcement action.

                                       3

<PAGE> 4

         (b) Indemnification shall be made to such person only if:

             (i)         Final judgment on the merits is in his or her favor; or

             (ii)        In case of:

                         a.       Settlement;
                         b.       Final judgment against him or her; or
                         c.       Final judgment in his or her favor, other
                                  than on the merits, if a majority of the
                                  disinterested directors of the savings
                                  association determine that he or she was
                                  acting in good faith within the scope of his
                                  or her employment or authority as he or she
                                  could reasonably have perceived it under the
                                  circumstances and for a purpose he or she
                                  could reasonably have believed under the
                                  circumstances was in the best interests of
                                  the savings association or its members.

However, no indemnification shall be made unless the association gives the
Office of Thrift Supervision at least 60 days' notice of its intention to make
such indemnification. No such indemnification shall be made if the Office of
Thrift Supervision advises the association in writing, within such notice
period, of its objection thereto.

         (c) As used in this paragraph:

             (i)      "Action" means any judicial or administrative
                      proceeding, or threatened proceeding, whether civil,
                      criminal, or otherwise, including any appeal or other
                      proceeding for review.

             (ii)     "Court" includes, without limitation, any court to
                      which or in which any appeal or any proceeding for
                      review is brought.

             (iii)    "Final judgment" means a judgment, decree or order
                      which is not appealable or as to which the period for
                      appeal has expired with no appeal taken.

             (iv)     "Settlement" includes the entry of a judgment by
                      consent or confession or a plea of guilty or of NOLO
                      CONTENDERE.

         The Company also maintains directors and officers insurance to insure
its directors and officers and the directors and officers of its subsidiaries
against certain liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         None.

ITEM 8.  EXHIBITS

         The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

                                       4
<PAGE> 5
         List of Exhibits (filed herewith unless otherwise noted):

         10(a) Beneficial Mutual Savings Bank 401(k) Plan(1)
         10(b) Beneficial Insurance Services, LLC 401(k) Plan(2)
         23    Consent of Deloitte & Touche LLP
         24    Power of Attorney (contained on the signature pages).
-------------------
(1)      Incorporated herein by reference to the Registrant's  Form S-1/A
         Registration  Statement - Exhibit 10.3(a) filed with the SEC on
         April 30, 2007.
(2)      Incorporated herein by reference to the Registrant's  Form S-1/A
         Registration  Statement - Exhibit 10.3(b) filed with the SEC on
         April 30, 2007.

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made, a post-effective  amendment to this registration
                  statement:

                  (i)      To include any prospectus required by Section 10(a)
                           (3) of the Securities Act of 1933;

                  (ii)     To reflect in the  prospectus  any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in the Volume of Securities Offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Securities and Exchange
                           Commission pursuant to Rule 424(b) if, in the
                           aggregate, the changes in volume and price represent
                           no more than 20 percent change in the maximum
                           aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement.

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this Registration Statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

                                       5
<PAGE> 6
         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (c)-(g)  Not applicable.

         (h)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that, in the opinion of the SEC, such indemnification
                  is against public policy as expressed in such Act and is,
                  therefore, unenforceable. In the event that a claim for
                  indemnification against such liabilities (other than the
                  payment by the Registrant of expenses incurred or paid by a
                  director, officer or controlling person of the Registrant in
                  the successful defense of any action, suit or proceeding) is
                  asserted by such director, officer or controlling person in
                  connection with the securities being registered, the
                  Registrant will, unless in the opinion of its counsel the
                  matter has been settled by controlling precedent, submit to a
                  court of appropriate jurisdiction the question of whether such
                  indemnification by it is against public policy as expressed in
                  such Act and will be governed by the final adjudication of
                  such issue.

         The registrant has submitted or will submit the Plan and amendments
thereto to the IRS in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.

                                       6

<PAGE> 7
                                   SIGNATURES

         THE REGISTRANT.

         Pursuant to the requirements of the Securities Act of 1933, Beneficial
Mutual Bancorp, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on
July 20, 2007.

                                       BENEFICIAL MUTUAL BANCORP, INC.


                                       By: /s/ Gerard P. Cuddy
                                           -------------------------------------
                                           Gerard P. Cuddy
                                           President and Chief Executive Officer
                                           (duly authorized representative)

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Gerard P. Cuddy, as the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
United States Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully, and to all
intents and purposes, as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or his substitute, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

      Name                                        Title                            Date
      ----                                        -----                            ----
<S>                                     <C>                                     <C>

/s/ Gerard P. Cuddy                     President and Chief Executive Officer   July 20, 2007
---------------------------             (principal executive officer)
Gerard P. Cuddy



/s/ Joseph F. Conners                   Chief Financial Officer                 July 20, 2007
---------------------------             (principal accounting and
Joseph F. Conners                       financial officer)



/s/ R. Joseph Barnes, Jr.               Director                                July 20, 2007
---------------------------
R. Joseph Barnes, Jr.



/s/ Edward G. Boehne                    Director                                July 20, 2007
---------------------------
Edward G. Boehne

                                       7
<PAGE> 8


/s/ Frank A. Farnesi                    Director                                July 20, 2007
---------------------------
Frank A. Farnesi



/s/ Elizabeth H. Gemmill                Director                                July 20, 2007
---------------------------
Elizabeth H. Gemmill



                                        Director
---------------------------
Thomas F. Hayes



/s/ Paul M. Henkels                     Director                                July 20, 2007
---------------------------
Paul M. Henkels



                                        Director
---------------------------
William J. Henrich, Jr.



/s/ Charles Kahn, Jr.                   Director                                July 20, 2007
---------------------------
Charles Kahn, Jr.



/s/ Thomas J. Lewis                     Director                                July 20, 2007
---------------------------
Thomas J. Lewis



                                        Director
---------------------------
Joseph J. McLaughlin



/s/ Michael J. Morris                   Director                                July 20, 2007
---------------------------
Michael J. Morris



                                        Director
---------------------------
George W. Nise



/s/ Donald F. O'Neill                   Director                                July 20, 2007
---------------------------
Donald F. O'Neill
</TABLE>

                                       8

<PAGE> 9


THE PLAN.

         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Beneficial Mutual Savings Bank
401(k) Plan) have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Philadelphia, Commonwealth of Pennsylvania on July 20, 2007.


                                               BENEFICIAL MUTUAL SAVINGS BANK
                                               401(K) PLAN



                                               By: /s/ Joseph M. Vetter
                                                   -----------------------------
                                                   Joseph M. Vetter
                                                   Plan Administrator

                                       9
<PAGE> 10

THE PLAN.

         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Beneficial Insurance Services, LLC
401(k) Plan) have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Philadelphia, Commonwealth of Pennsylvania on July 20, 2007.


                                              BENEFICIAL INSURANCE SERVICES, LLC
                                              401(K) PLAN



                                              By: /s/ Joseph F. Robinson
                                                  ------------------------------
                                                  Joseph F. Robinson
                                                  Plan Administrator

                                       10
<PAGE> 11
<TABLE>
<CAPTION>


                                 EXHIBIT INDEX
                                 --------------


                                                                                                                  Sequentially
                                                                                                                    Numbered
   Exhibit No.                       Description                               Method of Filing                  Page Location
------------------      --------------------------------------     -----------------------------------------    -----------------
     <S>                <C>                                        <C>
     10.3(a)            Beneficial Mutual Savings Bank             Incorporated herein by reference to the
                        401(k) Plan                                Registrant's Form S-1/A Registration
                                                                   Statement - Exhibit 10.3(a) filed
                                                                   with the SEC on April 30, 2007.

     10.3(b)            Beneficial Insurance Services, LLC         Incorporated herein by reference to the
                        401(k) Plan                                Registrant's Form S-1/A Registration
                                                                   Statement - Exhbit 10.3(b) filed
                                                                   with the SEC on April 30, 2007.

     23                 Deloitte & Touche LLP                      Filed herewith.

     24                 Power of Attorney                          Located on the signature page.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "beneficials8july20.txt", "secsgml_size_bytes": 27589}]
{"company-data": {"conformed-name": "Beneficial Mutual Bancorp Inc", "cik": "0001378020", "assigned-sic": "6035", "irs-number": "562480744", "state-of-incorporation": "X1", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-144749", "film-number": "07991766"}, "business-address": {"street1": "510 WALNUT STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19106", "phone": "215-864-6000"}, "mail-address": {"street1": "510 WALNUT STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19106"}}
1
As filed with the Securities and Exchange Commission on July 20, 2007
Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         BENEFICIAL MUTUAL BANCORP, INC.
             (exact name of registrant as specified in its charter)

       UNITED STATES                                     56-2480744
       -------------                                     ----------
(State or other jurisdiction of                 (IRS EmployerIdentification No.)
 incorporation or organization)

                          510 WALNUT STREET, 19TH FLOOR
                        PHILADELPHIA, PENNSYLVANIA 19106
                                 (215) 864-6000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                   BENEFICIAL MUTUAL SAVINGS BANK 401(K) PLAN
                 BENEFICIAL INSURANCE SERVICES, LLC 401(K) PLAN
                            (Full Titles of the Plans)
                 ----------------------------------------------

                                                    COPIES TO:
GERARD P. CUDDY                                     GARY R. BRONSTEIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER               LORI M. BERESFORD
BENEFICIAL MUTUAL BANCORP, INC.                     MULDOON MURPHY & AGUGGIA LLP
510 WALNUT STREET, 19TH FLOOR                       5101 WISCONSIN AVENUE, N.W.
PHILADELPHIA, PENNSYLVANIA  19106                   WASHINGTON, D.C.  20016
(215) 864-6000                                      (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
======================================================================================================================
                                       Amount          Proposed Maximum       Proposed Maximum         Amount of
   Title of Securities to be           to be          Offering Price Per     Aggregate Offering      Registration
           Registered                Registered            Share(1)               Price(2)                Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock
         $.01 par Value              2,371,384               $9.55               $22,646,718             $696
----------------------------------------------------------------------------------------------------------------------
         Participation
           Interests                    (3)                                                               (4)
======================================================================================================================
(1)      The average of the high and low price of the common stock of Beneficial
         Mutual Bancorp, Inc. (the "Common Stock") on the Nasdaq Global Select
         Market on July 18, 2007, in accordance with Rule 457(c) under the
         Securities Act of 1933, as amended (the "Securities Act").
(2)      Estimated solely for the purpose of calculating the registration fee.
(3)      In addition, pursuant to Rule 416(c) under the Securities Act, this
         registration statement also covers an indeterminate amount of interests
         to be offered or sold pursuant to the employee benefit plans described
         herein.
(4)      The securities of Beneficial Mutual Bancorp, Inc. (the "Company" or the
         "Registrant") to be purchased by the Beneficial Mutual Savings Bank
         401(k) Plan and the Beneficial Insurance Services, LLC 401(k) Plan
         (collectively referred to herein as the "Plan") are included in the
         amount shown for Common Stock. Accordingly, pursuant to Rule 457(h)(2),
         no separate fee is required for the participation interests. In
         accordance with Rule 457(h) under the Securities Act, the registration
         fee has been calculated on the basis of the number of shares of Common
         Stock that may be purchased with the current assets of the Plan.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND 17 C.F.R. SS.230.462
2

BENEFICIAL MUTUAL BANCORP, INC.

PART I   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the Beneficial Mutual
Savings Bank 401(k) Plan and the Beneficial Insurance Services, LLC 401(k) Plan
(collectively referred to herein as the "Plan") specified by Part I of this
Registration Statement will be sent or given to the participants in the Plan as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed or to be filed by Beneficial Mutual
Bancorp, Inc. (the "Registrant" or the "Company") with the SEC are incorporated
by reference in this Registration Statement:

         (a) The Prospectus filed with the SEC by the Registrant (File No.
333-141289 pursuant to Rule 424(b)(3) on May 18, 2007, which includes (i) the
financial statements of Beneficial Mutual Bancorp, Inc. and Subsidiaries as of
December 31, 2006 and 2005, and the related statements of income, changes in
retained earnings and cash flows for each of the years in the 3-year period
ended December 31, 2006; together with the related notes and report of Deloitte
& Touche LLP, independent registered public accounting firm.

         (b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2007 and filed with the SEC on June 28, 2007 (File No.
001-33476).

         (c) The description of the Registrant's common stock contained in
Registrant's Form 8-A12B (File No. 001-33476), as filed with the SEC pursuant to
Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on May 17, 2007.

         (d) The Registrant's current report on Form 8-K filed with the SEC on
July 18, 2007 (File No. 001-33476).

         (e) The Form 11-Ks for the plan year ended December 31, 2005 filed with
the SEC on July 20, 2007.

         (f) All the documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a) or 15(d) of the Exchange Act (excluding
items 2.02 and 7.01 of Form 8-K) after the date hereof and prior to the filing
of a post-effective amendment which deregisters all securities then remaining
unsold.

         ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT
TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY
FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

                                       2
3

ITEM 4.  DESCRIPTION OF SECURITIES

         The Common Stock to be offered pursuant to the Plan has been registered
pursuant to Section 12(b) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Directors, officers and employees of the Registrant may be entitled to
benefit from the indemnification provisions contained in the Registrant's
Bylaws. Article XII of the Registrant's Bylaws provides for the following:

ARTICLE XII

         SECTION 1. INDEMNIFICATION. The Company shall indemnify its directors,
officers and employees to the fullest extent authorized by applicable law and
regulations as the same exist or may hereafter be amended.

         SECTION 2. PAYMENT OF EXPENSES. If a majority of the directors of the
Company concludes that, in connection with an action, any person ultimately may
become entitled to indemnification as authorized in Section 1 of this Article,
the directors shall authorize payment of reasonable costs and expenses,
including reasonable attorney's fees, arising from defense or settlement of such
action. This obligation shall, however, not prevent the directors of the Company
from imposing such conditions on a payment of expenses as they deem warranted
and in the best interest of the Company. Before making an advance under this
section of these bylaws, the Company shall obtain an agreement that the Company
will be repaid if the person on whose behalf payment is made is later determined
not to be entitled to such indemnification.

         SECTION 3. INSURANCE. The Company shall have the power to purchase and
maintain insurance to protect it and any person who is or was a member of the
board of directors, officer or employee of the Company from potential losses
arising from claims against any of them for alleged wrongful acts, or wrongful
acts, committed in their capacity as a director, officer or employee of the
Company. However, the Company may not obtain insurance which provides for
payment of losses of any person incurred as a consequence of his or her willful
or criminal misconduct.

         In addition, generally, federal law provides indemnity coverage for:

         (a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the association, for:

             (i)         Any amount for which that person becomes liable under a
                         judgment in such action; and

             (ii)        Reasonable costs and expenses, including reasonable
                         attorneys' fees, actually paid or incurred by that
                         person in defending or settling such action, or in
                         enforcing his or her rights under this section if he
                         or she attains a favorable judgment in such
                         enforcement action.

                                       3
4

         (b) Indemnification shall be made to such person only if:

             (i)         Final judgment on the merits is in his or her favor; or

             (ii)        In case of:

                         a.       Settlement;
                         b.       Final judgment against him or her; or
                         c.       Final judgment in his or her favor, other
                                  than on the merits, if a majority of the
                                  disinterested directors of the savings
                                  association determine that he or she was
                                  acting in good faith within the scope of his
                                  or her employment or authority as he or she
                                  could reasonably have perceived it under the
                                  circumstances and for a purpose he or she
                                  could reasonably have believed under the
                                  circumstances was in the best interests of
                                  the savings association or its members.

However, no indemnification shall be made unless the association gives the
Office of Thrift Supervision at least 60 days' notice of its intention to make
such indemnification. No such indemnification shall be made if the Office of
Thrift Supervision advises the association in writing, within such notice
period, of its objection thereto.

         (c) As used in this paragraph:

             (i)      "Action" means any judicial or administrative
                      proceeding, or threatened proceeding, whether civil,
                      criminal, or otherwise, including any appeal or other
                      proceeding for review.

             (ii)     "Court" includes, without limitation, any court to
                      which or in which any appeal or any proceeding for
                      review is brought.

             (iii)    "Final judgment" means a judgment, decree or order
                      which is not appealable or as to which the period for
                      appeal has expired with no appeal taken.

             (iv)     "Settlement" includes the entry of a judgment by
                      consent or confession or a plea of guilty or of NOLO
                      CONTENDERE.

         The Company also maintains directors and officers insurance to insure
its directors and officers and the directors and officers of its subsidiaries
against certain liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         None.

ITEM 8.  EXHIBITS

         The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

                                       4
5
         List of Exhibits (filed herewith unless otherwise noted):

         10(a) Beneficial Mutual Savings Bank 401(k) Plan(1)
         10(b) Beneficial Insurance Services, LLC 401(k) Plan(2)
         23    Consent of Deloitte & Touche LLP
         24    Power of Attorney (contained on the signature pages).
-------------------
(1)      Incorporated herein by reference to the Registrant's  Form S-1/A
         Registration  Statement - Exhibit 10.3(a) filed with the SEC on
         April 30, 2007.
(2)      Incorporated herein by reference to the Registrant's  Form S-1/A
         Registration  Statement - Exhibit 10.3(b) filed with the SEC on
         April 30, 2007.

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made, a post-effective  amendment to this registration
                  statement:

                  (i)      To include any prospectus required by Section 10(a)
                           (3) of the Securities Act of 1933;

                  (ii)     To reflect in the  prospectus  any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in the Volume of Securities Offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Securities and Exchange
                           Commission pursuant to Rule 424(b) if, in the
                           aggregate, the changes in volume and price represent
                           no more than 20 percent change in the maximum
                           aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement.

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this Registration Statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

                                       5
6
         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (c)-(g)  Not applicable.

         (h)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that, in the opinion of the SEC, such indemnification
                  is against public policy as expressed in such Act and is,
                  therefore, unenforceable. In the event that a claim for
                  indemnification against such liabilities (other than the
                  payment by the Registrant of expenses incurred or paid by a
                  director, officer or controlling person of the Registrant in
                  the successful defense of any action, suit or proceeding) is
                  asserted by such director, officer or controlling person in
                  connection with the securities being registered, the
                  Registrant will, unless in the opinion of its counsel the
                  matter has been settled by controlling precedent, submit to a
                  court of appropriate jurisdiction the question of whether such
                  indemnification by it is against public policy as expressed in
                  such Act and will be governed by the final adjudication of
                  such issue.

         The registrant has submitted or will submit the Plan and amendments
thereto to the IRS in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.

                                       6
7
                                   SIGNATURES

         THE REGISTRANT.

         Pursuant to the requirements of the Securities Act of 1933, Beneficial
Mutual Bancorp, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on
July 20, 2007.

                                       BENEFICIAL MUTUAL BANCORP, INC.

                                       By: /s/ Gerard P. Cuddy
                                           -------------------------------------
                                           Gerard P. Cuddy
                                           President and Chief Executive Officer
                                           (duly authorized representative)

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Gerard P. Cuddy, as the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
United States Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully, and to all
intents and purposes, as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or his substitute, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name                                        Title                            Date
      ----                                        -----                            ----
/s/ Gerard P. Cuddy                     President and Chief Executive Officer   July 20, 2007
---------------------------             (principal executive officer)
Gerard P. Cuddy

/s/ Joseph F. Conners                   Chief Financial Officer                 July 20, 2007
---------------------------             (principal accounting and
Joseph F. Conners                       financial officer)

/s/ R. Joseph Barnes, Jr.               Director                                July 20, 2007
---------------------------
R. Joseph Barnes, Jr.

/s/ Edward G. Boehne                    Director                                July 20, 2007
---------------------------
Edward G. Boehne

                                       7
8

/s/ Frank A. Farnesi                    Director                                July 20, 2007
---------------------------
Frank A. Farnesi

/s/ Elizabeth H. Gemmill                Director                                July 20, 2007
---------------------------
Elizabeth H. Gemmill

                                        Director
---------------------------
Thomas F. Hayes

/s/ Paul M. Henkels                     Director                                July 20, 2007
---------------------------
Paul M. Henkels

                                        Director
---------------------------
William J. Henrich, Jr.

/s/ Charles Kahn, Jr.                   Director                                July 20, 2007
---------------------------
Charles Kahn, Jr.

/s/ Thomas J. Lewis                     Director                                July 20, 2007
---------------------------
Thomas J. Lewis

                                        Director
---------------------------
Joseph J. McLaughlin

/s/ Michael J. Morris                   Director                                July 20, 2007
---------------------------
Michael J. Morris

                                        Director
---------------------------
George W. Nise

/s/ Donald F. O'Neill                   Director                                July 20, 2007
---------------------------
Donald F. O'Neill
8
9

THE PLAN.

         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Beneficial Mutual Savings Bank
401(k) Plan) have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Philadelphia, Commonwealth of Pennsylvania on July 20, 2007.

                                               BENEFICIAL MUTUAL SAVINGS BANK
                                               401(K) PLAN

                                               By: /s/ Joseph M. Vetter
                                                   -----------------------------
                                                   Joseph M. Vetter
                                                   Plan Administrator

                                       9
10

THE PLAN.

         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Beneficial Insurance Services, LLC
401(k) Plan) have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Philadelphia, Commonwealth of Pennsylvania on July 20, 2007.

                                              BENEFICIAL INSURANCE SERVICES, LLC
                                              401(K) PLAN

                                              By: /s/ Joseph F. Robinson
                                                  ------------------------------
                                                  Joseph F. Robinson
                                                  Plan Administrator

                                       10
11
EXHIBIT INDEX
                                 --------------

                                                                                                                  Sequentially
                                                                                                                    Numbered
   Exhibit No.                       Description                               Method of Filing                  Page Location
------------------      --------------------------------------     -----------------------------------------    -----------------
10.3(a)            Beneficial Mutual Savings Bank             Incorporated herein by reference to the
                        401(k) Plan                                Registrant's Form S-1/A Registration
                                                                   Statement - Exhibit 10.3(a) filed
                                                                   with the SEC on April 30, 2007.

     10.3(b)            Beneficial Insurance Services, LLC         Incorporated herein by reference to the
                        401(k) Plan                                Registrant's Form S-1/A Registration
                                                                   Statement - Exhbit 10.3(b) filed
                                                                   with the SEC on April 30, 2007.

     23                 Deloitte & Touche LLP                      Filed herewith.

     24                 Power of Attorney                          Located on the signature page.