SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE

        June 3, 2015

Via E -mail
Mr. Christopher D. Maher
President and Chief Executive Officer
OceanFirst Financial Corp.
975 Hooper Avenue
Toms River, New Jersey 08753

Re:  OceanFirst Financial Corp.
Amendment No. 2 to Registration Statement on Form S -4
Filed  May 20, 201 5
File No. 333-203473

Dear Mr. Maher :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and
providing the requested information .  If you do not believe our comments apply to your
facts and circumstances or do not believe an amendment is appropriate, please tell us why
in your response.

After reviewing any amendment to your registration statement and the
information you provide in response to these  comments, we may have  additional
comments.

Material United States Federal Income Tax Consequences of the Merger, page 58

1. We acknowledge your response to our letter to you dated May 8, 2015.  As we
requested, please revise this section  to remove all qualifying language, including
the ultimate paragraph in bold which describes this section as a summary and “not
a complete analysis or discussion” and the introductory clause in the third
paragraph on page 60 which states: “If the merger is  treated as a reorganization
under Section  368(a) of the Internal Revenue Code…”.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 193 3 and all applicable Securities  Act rules require.   Since the company and its

Mr. Christopher D. Maher
OceanFirst Financial Corp.
June 3, 2015
Page 2

 management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disc losures they have made.

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement , please provide a written statement
from the company acknowledging that:

 should the Commission or th e 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will
consider a written request for acceleration of the effective date  of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offe ring of the securities specified in the
above registration statement.  Please allow adequate time  for us to review any
amendment prior to the requested effective date of the registration statement.

You may contact  Jonathan E. Gottlieb at  (202) 551 -3416 or me at (202) 551 -3464
if you have any questions.

Sincerely,

/s/Kathryn McHale

Kathryn McHale
Senior Staff Attorney