SecProbe.io

Mail Stop 4720

March 2 , 2016

Steven J. Tsimbinos
General Counsel
OceanFirst Financial Corp.
975 Hooper Ave.
Toms River, NJ 08753

Re: OceanFirst Financial Corp.
  Registration Statement on Form S-4
Filed  February 18, 2016
  File No.  333-209590

Dear Mr. Tsimbinos :

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 com ments 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, w e may have  additional comments.

Prospectus Cover Page

1. We note your disclosure that the merger is not subject to a price floor.  We also note the “The
Merger Agreement – Termination of the Merger Agreement” on page 101.  For consistency,
please revise y our disclosure here to indicate that if the two pricing conditions described on
page 101 are met, then Cape Bancorp may terminate the merger agreement, and that once the
right of termination has been exercised, OceanFirst would have the option of increasin g the
consideration payable to Cape Bancorp shareholders by increasing the exchange ratio.
Please also advise whether the number of shares subject to registration contemplates the
shares of common stock OceanFirst may issue in connection with the increase  of the
exchange ratio if Cape Bancorp exercises its termination right.

Steven J. Tsimbinos
OceanFirst Fi nancial Corp.
March 2 , 2016
Page 2

 Summary

2. Please disclose the percentage ownership that Cape Bancorp shareholders will have in the
combined company following the completion of the merger.

The Transactions

Opinion  of OceanFirst’s Financial Advisor
Sandler O’Neill’s Relationship, page 80

3. Please disclose the total dollar amount of compensation OceanFirst paid to Sandler O’Neill
for services rendered to OceanFirst over the past two years.

The Merger Agreement

Representations and Warranties, page 89

4. Please either delete or revise the second sentence of the first paragraph since the language
appears to represent an inappropriate limitation on reliance on the representations and
warranties in the merger agreement , which constitute disclosure for purposes of the
registration statement.  Please refer to Report of Investigation Pursuant to Section 21(a) of
the Securities Exchange Act of 1934 and Commission Statement on potential Exchange Act
Section 10(b) and Section  14(a) liability, Exchange Act Release No. 51283 (Mar. 1, 2005)
for further guidance.

5. Please revise your disclosure to remove any implication that the merger agreement does not
constitute disclosure under the federal securities laws and to clarify that yo u will provide
additional disclosure in your public reports to the extent that you are or become aware of the
existence of any material facts that are required to be disclosed under federal securities law
and that might otherwise contradict the representat ions and warranties contained in the
agreements and will update such disclosure as required by federal securities laws.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inc ludes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of  the disclosures 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:

Steven J. Tsimbinos
OceanFirst Fi nancial Corp.
March 2 , 2016
Page 3

  should the Commiss ion 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 author ity, 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
defen se 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 effec tive 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 offering 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.

Please contact Josh Samples, Staff Attorney,  at (202) 551 -3199  or me at (202) 551 -3434
with any questions.

Sincerely,

 /s/ Michael R. Clampitt

Michael R. Clampitt
Senior Staff Attorney
Office of Financial Services

cc: David Ingles
Skadden, Arps, Slate, Meagher & Flom LLP