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Correspondence Letter

 October 18, 2007

 Kevin W. Vaughn

 Accounting Branch Chief

 Mail Stop
4561

 United States

 Securities and Exchange Commission

 Division of Corporation Finance

 Washington, DC 20549

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. Vaughn:

 Please accept this letter as our response to your comments of September 25, 2007 relating to your review of the above referenced filings.

 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 the reserve for repurchased loans. The disclosure on page 34 indicated that this deficiency resulted in material misstatements 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.

•

 The amount of the misstatement was $9.6 million. Subsequent to December 31, 2006 and after issuance of the Company’s earnings press release on
January 18, 2007, but before filing of the Company’s Form 10-K, senior executives of the Company learned of a higher than expected incidence of demands for repurchase on loans sold by Columbia Home Loans, LLC, (“Columbia”), the
Company’s mortgage banking subsidiary, due to early payment defaults. Upon further investigation, the Company learned that Columbia officers failed to report to Company management the demands for repurchase due to early payment default in
accordance with the Company’s established procedures.

•

 On January 19, 2007, the Company filed Form 8-K which included as an Exhibit, the Company’s January 18, 2007 press release announcing financial
results for the quarter and year ended December 31, 2006. On March 27, 2007, the Company filed Form 8-K/A which included as an Exhibit, the Company’s March 23, 2007 press release announcing revised financial results for the
quarter and year ended December 31, 2006.

•

 There were no other errors corrected as part of the form 8-K/A filing. However, the increase in the reserve for repurchased loans caused the Company to not meet
financial targets for certain executive officers to be paid a bonus under the Company’s incentive compensation program. Accordingly, no bonuses were paid to the named executive officers and the revised financial results also reflected a
reduction of $275,000 in compensation expense.

•

 The reserve for repurchased loans includes a reserve for loan repurchase claims actually received and a reserve for loans sold during 2006 for which the Company has
not yet received a claim for repurchase, but for which repurchase claims are probable. The Company performed the following procedures and analysis to determine the adequacy of the reserve for repurchased loans:

•

 The Company evaluated all loan repurchase claims received. The evaluation of loan repurchase requests was segmented into various tranches including (i) loans
which were secured only by a second lien mortgage; (ii) loans with a first lien mortgage where performance according to contractual terms was considered unlikely; (iii) loans with a first lien mortgage where performance to contractual
terms was considered likely; and (iv) loans which experienced an early payment default, but are now current and the investor agreed to an extended monitoring period for an early payment default claim.

•

 To determine estimated loss exposure and whether payment was considered likely or unlikely, the Company performed the following procedures for each loan for which a
repurchase request was received:

(i)
Current credit reports were obtained, analyzed and compared to the credit status at time of the loan application;

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(ii)
Desk reviews of appraisals were ordered from a certified appraisal firm and compared with original appraisal results on file;

(iii)
Phone calls were placed to the borrower’s residence and business phone numbers listed on the application to verify these contact points were accurate;

(iv)
Where possible, conversations were held with borrowers to determine current payment status and, where the loan was not current, to determine the propensity of the borrower to bring
the obligation current.

 Based upon the results of these procedures, an estimated loss reserve was individually assigned to
each loan for which a repurchase request was received.

•

 The reserve for repurchased loans also includes an estimated loss for loans sold during 2006 for which the Company had not yet received a claim for repurchase, but
for which some repurchase claims were probable. The procedures taken to estimate this loss included:

(i)
Determine the aggregate amount of 2006 loan production for which repurchase claims may still be received. This estimate was based on an analysis of repurchase claims received as
compared to the month the loan was originated.

(ii)
Determine the estimated amount of expected repurchase claims on the aggregate loan production calculated in (i). This estimate was based on actual experience.

(iii)
Determine an estimated loss rate to apply to the expected repurchase claims calculated in (ii). The loss rate was estimated based on the analysis used above to determine the
expected losses on actual repurchase claims received.

 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 mortgage 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.

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 The amount of subprime loan products classified as held for sale at December 31, 2006 was $35.5
million, all of which was held at Columbia.

 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 the measures and related disclosures:

A.
In light of your description of the measure and the adjustments made to Net Income to arrive at “Cash Earnings,” 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 transactions. Also, tell us why you believe it is appropriate to characterize this measure as “the change in stockholders’ equity.”

 The non-GAAP measure is characterized as the change in stockholders’ equity because it represents GAAP earnings plus
those expense items which do not affect tangible stockholders’ equity as follows:

•

 Expenses for stock awards and the ESOP fair market value adjustment are offset by credits to additional paid-in capital.

•

 The expense relating to the allocation of ESOP stock is offset by a credit to an ESOP contra-equity account.

•

 The expense relating to the amortization of intangible assets does not affect tangible stockholders’ equity as intangible assets are excluded from this amount.

 We use the term “Cash Earnings” to mean the GAAP earnings plus those expense items which do not affect
tangible stockholders’ equity.

B.
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
Financial Measures as well as Item 10(e)(1)(ii)(B) of Regulation S-K.

 In response to Question 8, the non-GAAP
measure presented was not used to smooth earnings as the expense items were generally consistent from period to period. The item was included because the Company believed the information was useful to investors despite its recurring nature. The
Company believes that growth in stockholders’ equity is a critical measure for a company as it reflects the company’s ability to repurchase shares, pay dividends and continue to grow. Growth in stockholders’ equity is especially
important for a financial institution which is required to meet certain regulatory capital requirements. As noted in the response to (A) above, the non-GAAP measure presented reflects growth in tangible stockholders’ equity as the expense
items are fully offset by related credits to the Company’s equity accounts.

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

 As noted in (A) and (B) above, the non-GAAP measures
presented all reflect growth in tangible stockholders’ equity which is a measure of a Company’s ability to repurchase shares, pay dividends and continue to grow. The Company has historically maintained an active share repurchase program
and paid an attractive cash dividend. Additionally, valuations of financial institutions are often measured as a multiple of tangible capital, making growth in tangible stockholders’ equity a key metric for an investor.

D.
Please clearly disclose how you use 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.

 The Company does not
specifically use any of the non-GAAP measures presented. As discussed in (C) above, the non-GAAP measures are presented because the Company believes that growth in tangible stockholders’ equity is a key metric for an investor.

E.
Tell us how you considered the guidance of Question 11 of the Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures related to your presentations 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.

 Question 11 of the Frequently Asked Questions Regarding the use of Non-GAAP Financial Measures States that “. . . certain non-GAAP financial measures may be meaningful from an operating viewpoint.” As noted
in (C) above, the Company believes that growth in tangible stockholders’ equity is a key investor metric. The per share data reflected in the non-GAAP financial measures represents the amount of earnings contributed to tangible stockholder
equity on a per share basis and its presentation is consistent with the presentation of cash earnings, as defined.

F.
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.

 The Company believes that earnings relating to the growth of tangible stockholders’ equity is a key investor metric. The Company also notes, however, that the Consolidated Statement of Changes in Stockholders’ Equity provides
enough information for an informed investor to calculate “cash earnings” in the same manner as the Company. Therefore, the Company has decided to discontinue its presentation in future filings.

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G.
Please provide us with examples of your proposed revised disclosures.

 As noted in (F) above, the Company has decided to discontinue the presentation of this non-GAAP measure in future filings.

 Note 1 – Summary of Significant 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-sale upon origination and the triggers for reclassification to held-for-sale subsequent to origination.

 Columbia, as a mortgage banker, sold virtually all loan production except that the Bank may purchase adjustable-rate and fixed-rate mortgage loans originated by Columbia for inclusion in its held-for-investment loan portfolio. (Refer to
Form 10-K – Origination, Sale, Servicing and Purchase of Loans, page 5). The Bank has generally purchased from Columbia adjustable-rate loans with prime credit quality. The Bank also periodically sells part of its own mortgage production in
order to manage interest rate risk and liquidity. The Bank has generally sold fixed-rate mortgage loans with final maturities in excess of 15 years and, occasionally adjustable-rate loans. In determining whether to retain mortgages, management
considers the Company’s overall interest rate risk position, the volume of such loans, the loan yield and the types and amount of funding sources. The Company periodically retains mortgage loan production in order to improve yields and increase
balance sheet leverage.

 In June of 2007 repurchased loans which were classified as held-for investment upon repurchase were sold. These
loans were included with a bulk sale of loans held-for-sale and were sold because the Company intended to reduce its overall exposure to subprime loans. Of the loans held-for-investment portfolio, only those loans previously repurchased were
included in the bulk sale. Other than this sale of repurchased loans, the Company has not had a history of reclassifying loans from held-for-investment to held-for-sale subsequent 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 solely 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 related to the reserve for repurchased loans for the year ended December 31, 2006.

 6

 In establishing the reserve for repurchased loans, the Company considered all types of loans sold during
2006. However, the actual types of loans which resulted in loss estimates included subprime loans with 100% financing, all other subprime loans and a small amount of Alt-A loans.

 A rollforward of the reserve for repurchased loans for the year ended December 31, 2006 is as follows (dollars in thousands):

 Balance at beginning of year

$
 —

 Provision charged to operations

$
9,600

 Loss on loans repurchased

$
—

 Balance at end of year

$
9,600

 Future filings will include more detailed disclosure on the types of loan exposures considered in
the reserve for repurchased loans and will also include a rollforward of the reserve for repurchased loans.

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

6.
You disclose that you enter into loan sales agreements with investors that require the Company to repurchase loans previously sold in the event of an Early Payment Default or a
violation of various representations and warranties customary to the mortgage banking industry. In light of the continuing involvement, please tell us how you determined 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 identify in your response the parameters for when you are required to rep