SecProbe.io

Mail Stop 4561         September 25, 2007   Mr. John R. Garbarino Chairman of the Board, President, and Chief Executive Officer and Director OceanFirst Financial Corp. 975 Hooper Avenue, Toms River, New Jersey  08753

Re: OceanFirst Financial Corp.
 Form 10-K for Fiscal Year Ended December 31, 2006
Forms 10-Q for Fiscal Quarters Ended March 31, 2007 and June 30, 2007

Dear Mr. Garbarino:
 We have reviewed the above referenced filings and have the following comments.
We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to ot her portions of your documents.  In our
comments, we ask you to provide us with in formation so we may better understand your
disclosure.  After reviewing this informati on, we may raise additional comments.  Where
indicated, we think you should revise your document in response to this comment in future filings.  In your response, please i ndicate your intent to include the requested
revision in future filings and provide  us with your proposed disclosures.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2006

Item 9A. Controls and Procedures, page 34

1. We note management’s assessment of the internal controls over financial
reporting identified a material weakness as  the policies and procedures were not
effective to provide for the proper evaluation and assessment of the adequacy of

Mr. John R. Garbarino
OceanFirst Financial Corp.
September 25, 2007 Page 2

the reserve for repurchased loans.  The di sclosure on page 34 indicated that this
deficiency resulted in material misstatem ents in the reserve for repurchased loans
and amounts recorded as a gain on sale of  loans, however the misstatements have
been corrected in the financial statements included in the Form 10-K.  Please tell
us:

• the amount of the misstatements that resulted,
• how these misstatements were corrected,
• if any other errors were corrected at the time, and
• how you determined the reserve for repurchased loans was adequate at
December 31, 2006.
Exhibit 13

Management’s Discussion and Analysis
 Comparison of Financial Condition at December 31, 2006 and December 31, 2005, page
11

2. We note on page 11 that the increase in mo rtgage loans held for sale increased
$50.9 million to a balance of  $82.9 million at December 31, 2006 and that the
increase occurred primarily at Columbia.  Please tell us the amount of subprime loan products classified as held for sale at December 31, 2006.

Cash Earnings, page 14

3. Please address the following regarding your presentation of Cash Earnings and
similar non-GAAP measures in future filings to help us determine whether your measures are prohibited and if not, to provide additional disclosures in future filings to improve the transparency of th e measures and related disclosures:

• In light of your description of the measure and the adjustments made to
Net Income to arrive at “Cash Earn ings”, tell us why you believe it is
appropriate to title your  non-GAAP measure “Cash Earnings” since in fact
it does not adjust for all non-cash tran sactions.  Also, tell us why you
believe it is appropriate to characteri ze this measure as “the change in
stockholders’ equity”.

• Considering the recurring nature of  the amounts excluded, tell us how you
considered the guidance of Question 8 of the Frequently Asked Questions Regarding the Use of Non-GAAP Fina ncial Measures as well as Item
10(e)(1)(ii)(B) of Regulation S-K.

Mr. John R. Garbarino
OceanFirst Financial Corp.
September 25, 2007 Page 3

• For each of the various non-GAAP measures presented, please more
clearly disclose how the measure is he lpful to an invest or’s understanding
of your results of operations.  Refer to Item 10(e)(1)(i)(C) of Regulation
S-K.

• Please clearly disclose how you us e each of the non-GAAP financial
measures.  Please provide specific examples.  Refer to Item 10(e)(1)(i)(D)
of Regulation S-K.  If you do not use certain of the measures presented,
disclose that fact and identify which measures are not used.

• Tell us how you considered the guidan ce of Question 11 of the Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures
related to your presenta tions of Basic and Diluted Cash Earnings Per
Share.  Please revise similar presentations in future filings to eliminate this measure or revise to support its usefulness.

• If you are able to support  that this measure is not prohibited, revise to
clearly identify the numerous limitations and address how you overcome them.  For instance, disclose the fact that the per share measure you present does not depict the amount that  accrues directly to shareholders'
benefit.

• Please provide us with examples of your proposed revised disclosures.
 Note 1 – Summary of Significan t Accounting Policies, page 25

 Mortgage Loans Held-for-Sale, page 25

4. Please tell us and revise future filings to disclose how you determine classification
of loans as held-for-sale or  held-for-portfolio.  Clearly  disclose the triggers for
classification as held-for-s ale upon origination and the triggers for reclassification
to held-for-sale subseque nt to origination.

Reserve for Repurchased Loans, page 25

5. We note the reserve for repurchased loans was $9.6 million and zero at December
31, 2006 and 2005, respectively.  Please tell us and revise future filings to

• disclose if the reserve for repurchased loans is sole ly for the subprime loan
product for 100% financing offered during 2006 and if there is any
exposure related to other loans sold.
• provide a rollforward of the activity re lated to the reserve for repurchased
loans for the year ended December 31, 2006.

Mr. John R. Garbarino
OceanFirst Financial Corp.
September 25, 2007 Page 4

Note 13 – Commitments, Contingencies and Concentrations of Credit Risk, page 33

6. You disclose that you enter into loan sale s agreements with investors that require
the Company to repurchase loans previously sold in the event of an Early
Payment Default or a violation of va rious representations and warranties
customary to the mortgage banking i ndustry.  In light of the continuing
involvement, please tell us how you determ ined the sale of these loans meet each
of the sales criteria of paragraph 9 of SFAS 140, considering the specific terms of
the loan sales agreement.  Clearly iden tify in your response the parameters for
when you are required to repurchase a loan.  Tell us whether these transfers were
in the form of a one-step or a two-step sa le.  If you have a tr ue sale legal opinion
covering these specific transactions , please tell us that fact.
 Note 14 – Fair Value of Financial Instruments, page 34

7. We note the fair value of ‘Loans receivab le and mortgage loans held for sale’ was
approximately $3.2 million less than the book value at December 31, 2006.  Please tell us how much of this difference relates to mortgage loans held for sale
and how you evaluated the need for a lower cost or market adjustment to record
these loans at fair value at December 31, 2006.

Form 10-Q for the Quarterly Period Ended March 31, 2007

Note 3 – Reserve for Repurchased Loans, page 7

8. We note the Bank repurchased $13.9 million in loans from investors during the three months ended March 31, 2007 and had unresolved loan repurchase requests
of $40.5 million at March 31, 2007.  Please tell us how you determined the reserve for repurchased loans of $9.8 million at March 31, 2007 was the best estimate of losses on loans repurchased.  Sp ecifically tell us if the charge of $4.0
million to increase the reserve was specifi cally identifiable to loans sold during
the three month period ended March 31, 2007, and if not, tell us how you
determined that some portion of such additional charge was not warranted at December 31, 2006.

9. We note you recognized a $7.1 million charge to reduce subprime loans held for sale to their current fair market valu e at March 31, 2007.  Pl ease tell us if the
charge was specifically identifiable to loans  repurchased during the three month period ended March 31, 2007, and if not, te ll us how you determined that some
portion of such additional charge was not warranted at December 31, 2006.
 Item 4. Controls and Procedures, page 16

Mr. John R. Garbarino
OceanFirst Financial Corp.
September 25, 2007 Page 5

10. We note the disclosure that  performed additional analys es and procedures were
performed by the Company in light of the material weakness related to the
adequacy of the reserve for repurchased  loans.  Please tell us the additional
analyses and procedures performed and how  you used the results of such analyses
and procedures to determine the adequacy of the reserve for repurchased loans at March 31, 2007.
 Form 10-Q for the Quarterly Period Ended June 30, 2007

Consolidated Statements of Cash Flows, page 4

11. We note you classified the cash outflows for loans repurchased as an investing
activity in the Consolidated Statement of  Cash Flows for the three months ended
March 31, 2007, and then present such cash outflows as  an operating activity in
the Consolidated Statement of Cash Fl ows for the six months ended June 30,
2007.  Please tell us your basis for the reclassification of the cash outflows for
loans repurchased and identify the specific GAAP literature on which you relied.
Tell us how you determined that an amen dment to the Form 10-Q for the period
ended March 31, 2007 was not warranted.

* * *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides the requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
   In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Mr. John R. Garbarino
OceanFirst Financial Corp. September 25, 2007 Page 6

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Matthew Komar, Staff Accountant, at (202) 551-3781 or me at
(202) 551-3494, if you have questions regarding the comments on the financial statements and related matters.
Sincerely,

Kevin W. Vaughn
        A c c o u n t i n g  B r a n c h  C h i e f