Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Buchholz Karen Dougherty	2. Issuer Name and Ticker or Trading Symbol Beneficial Bancorp Inc. [ BNCL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 1818 MARKET STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 1/25/2019
(Street) PHILADELPHIA, PA 19103 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	1/25/2019		J (1)	V	2410.0000	A	$0.0000	70450.0000	D
Common Stock	1/25/2019		J (1)	V	2410.0000	D	$0.0000	0.0000	I	Restricted Stock XIII   (2)
Common Stock								330.0000	I	Restricted Stock VII   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$7.6200							(4)	5/27/2021	Common Stock	5499.0000		5499.0000	D
Stock Option (Right to Buy)	$8.3000							(4)	3/23/2022	Common Stock	10999.0000		10999.0000	D
Stock Option (Right to Buy)	$8.4000							(4)	1/17/2023	Common Stock	10999.0000		10999.0000	D
Stock Option (Right to Buy)	$8.8200							(4)	3/5/2020	Common Stock	5499.0000		5499.0000	D
Stock Option (Right to Buy)	$10.7700							(5)	2/20/2024	Common Stock	13748.0000		13748.0000	D

Explanation of Responses:
(1)	Since the reporting person's last report, 2,410 shares of restricted stock have vested and are now held directly.
(2)	Shares of restricted stock were fully vested on January 25, 2019.
(3)	Shares of restricted stock vest in 5 equal annual installments with the first 20% vesting on February 20, 2015, the first anniversary of the date of the award.
(4)	Stock options are fully vested and exercisable.
(5)	Stock options vest in 5 equal annual installments with the first 20% vesting on February 20, 2015, the first anniversary of the date of the grant.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Buchholz Karen Dougherty 1818 MARKET STREET PHILADELPHIA, PA 19103	X

Signatures
/s/ Amy J. Hannigan, Power of Attorney		1/29/2019
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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