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CORRESP

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 March 10, 2016

VIA EDGAR AND FEDERAL EXPRESS

 Michael Clampitt,
Senior Staff Attorney

 Office of Financial Services

 United
States Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549-3628

Re:
OceanFirst Financial Corp.

Registration Statement on Form S-4

Filed February 18, 2016

File No. 333-209590

 Dear Mr. Clampitt:

On behalf of our client, OceanFirst Financial Corp. (the “Company”), we are writing to respond to the
comments set forth in the comment letter of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated March 2, 2016 (the “Comment
Letter”), relating to the Registration Statement on Form S-4 filed by the Company with the Commission on February 18, 2016 (File No. 333-209590) (the “Registration Statement”).

In connection with this response to the Comment Letter, the Company is contemporaneously filing an Amendment No. 1 to the
Registration Statement (the “Amended Registration Statement”). Capitalized terms used but not otherwise defined in this letter shall have the meanings given to such terms in the Amended Registration Statement. References
herein to page numbers are to page numbers in the Amended Registration Statement being filed contemporaneously herewith. For your convenience, the numbered paragraphs of this letter correspond to the numbered paragraphs of the Comment Letter. We
have recited the comments from the Staff in bold type and have followed each comment with the response to such comment.

Also enclosed, for the convenience of the Staff, are two copies of the Amended Registration Statement (Exhibit A), which are marked to
show changes from the relevant portions of the initial filing of the Registration Statement.

 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 your 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 increasing 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

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 Mr. Clampitt

March 10, 2016

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stock OceanFirst may issue in connection with the increase of the exchange ratio if Cape Bancorp exercises its termination right.

Response:

 The number of shares
included in the registration fee table does not include the additional shares that could be issued to avoid termination of the merger agreement because the shares that could be issued in that context cannot be determined. The Company will file a
registration statement pursuant to Rule 462(b) or Rule 429 under the Securities Act, as applicable, to reflect the increase in the number of shares of the Company’s common stock to be issued to avoid termination if necessary.

Additionally, the disclosure in the Amended Registration Statement has been revised in response to the Staff’s comment. Please see the
Prospectus Cover Page attached to the Amended Registration Statement and “The Merger Agreement—Termination of the Merger Agreement” beginning on page 101 of the Amended Registration Statement.

Summary

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

Response: The disclosure in the Amended Registration Statement has been revised in response to the Staff’s comment. Please see the letter
to shareholders attached to the Amended Registration Statement, “Summary—In the First-Step Merger, Cape Stockholders will be Entitled to Receive the Merger Consideration” beginning on page 9 of the Amended Registration
Statement.

 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.

Response: The disclosure in the Amended Registration Statement has been revised in response to the Staff’s comment. Please see
“The Transactions—Opinion of OceanFirst’s Financial Advisor” beginning on page 68 of the Amended Registration Statement.

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

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 Mr. Clampitt

March 10, 2016

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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.

Response: The disclosure in the Amended Registration Statement has been revised in response to the Staff’s comment. Please see
“The Merger Agreement—Representations and Warranties” beginning on page 89 of the Amended Registration Statement.

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 you 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 representations and warranties contained in the
agreements and will update such disclosure as required by federal securities laws.

 Response: The disclosure in the
Amended Registration Statement has been revised in response to the Staff’s comment. Please see “The Merger Agreement—Representations and Warranties” beginning on page 89 of the Amended Registration Statement.

In connection with the Amended Registration Statement, the Company acknowledges in a separate letter attached hereto (Exhibit B) that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

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.

Should any member of the Staff of the Commission have any questions concerning the enclosed materials or desire further information or
clarification in connection therewith, such person should contact the undersigned at (212) 735-2697 or david.ingles@skadden.com.

Very truly yours,

/s/ David C. Ingles

David C. Ingles

(212) 735-2697

david.ingles@skadden.com

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 Mr. Clampitt

March 10, 2016

 Page 4

cc:
Steven J. Tsimbinos, OceanFirst Financial Corp.

Christopher D. Maher, OceanFirst Financial Corp.

Josh Samples, United States Securities and Exchange Commission

 Enclosures

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 Exhibit A

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  As filed with the Securities and Exchange Commission on March 10, 2016

Registration No. 333-209590

UNITED STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  Amendment
No. 1

 to

FORM S-4

 REGISTRATION
STATEMENT

 UNDER

THE SECURITIES ACT OF 1933

 OCEANFIRST
FINANCIAL CORP.

 (Exact name of registrant as specified in its charter)

Delaware

6035

22-3412577

 (State or other jurisdiction of

incorporation or organization)

 (Primary Standard Industrial

Classification Code Number)

 (I.R.S. Employer

Identification Number)

 975 HOOPER AVENUE, TOMS RIVER, NEW JERSEY 08753

(732) 240-4500

 (Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 Christopher D.
Maher

 President and Chief Executive Officer

975 Hooper Avenue

 Toms
River, New Jersey 08753

 (732) 240-4500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

 Steven J. Tsimbinos, Esq.

OceanFirst Financial Corp.

975 Hooper Avenue

 Toms
River, New Jersey 08753

 Phone: (732) 240-4500

 Michael D. Devlin

Cape Bancorp, Inc.

 225
North Main Street

 Cape May Court House, New Jersey 08210

Phone: (609) 465-5600

 David C. Ingles, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

 New York,
New York 10036

 Phone: (212) 735-3000

 Marc P. Levy, Esq.

Luse Gorman, PC

 5335
Wisconsin Avenue, NW, Suite 780

 Washington, D.C. 20015

Phone: (202) 274-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and the
conditions to the closing of the merger described herein have been satisfied or waived.

 If the securities being registered on this Form are to be offered
in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

¨

Accelerated filer

x

Non-accelerated filer

¨

Smaller reporting company

¨

 If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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 Information contained herein is subject to completion or amendment. A registration statement
relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not
constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.

  PRELIMINARY — SUBJECT TO COMPLETION — DATED MARCH 10, 2016

Proxy Statement

Prospectus

 MERGER AND SHARE ISSUANCE PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:

 On January 5, 2016,
OceanFirst Financial Corp., a Delaware corporation (which we refer to as “OceanFirst”), Cape Bancorp, Inc., a Maryland corporation (which we refer to as “Cape”), and Justice Merger Sub Corp., a Maryland corporation and a
wholly-owned subsidiary of OceanFirst (which we refer to as “Merger Sub”), entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) that provides for the combination of OceanFirst and Cape. Under
the terms of the merger agreement, (i) Merger Sub will merge with and into Cape (which we refer to as the “first-step merger”), with Cape continuing as the surviving corporation in the first-step merger and as a wholly-owned
subsidiary of OceanFirst, (ii) immediately following the completion of the first-step merger, Cape will merge with and into OceanFirst (which we refer to as the “second-step merger” and, together with the first-step merger, the
“integrated mergers”), with OceanFirst continuing as the surviving corporation in the second-step merger and (iii) immediately following the completion of the integrated mergers, Cape Bank, a New Jersey-chartered stock savings bank
and a wholly-owned subsidiary of Cape (which we refer to as “Cape Bank”), will merge with and into OceanFirst Bank, a federally-chartered capital stock savings bank and a wholly-owned subsidiary of OceanFirst (which we refer to as
“OceanFirst Bank”), with OceanFirst Bank being the surviving bank (which we refer to as the “bank merger” and, together with the integrated mergers, the “Transactions”).

At the effective time of the first-step merger, each outstanding share of the common stock, par value $0.01 per share, of Cape (which we refer
to as “Cape common stock”), except for specified shares of Cape common stock owned by Cape or OceanFirst, will be converted into the right to receive $2.25 in cash, without interest (which we refer to as the “cash
consideration”), and 0.6375 shares (such number being referred to as the “exchange ratio” and such shares being referred to as “stock consideration”) of the common stock, par value $0.01 per share, of OceanFirst (which we
refer to as the “OceanFirst common stock”), together with cash in lieu of fractional shares. The cash consideration and the stock consideration are collectively referred to as the “merger consideration.”

Although the number of shares of OceanFirst common stock that holders of Cape common stock (which we refer to as the “Cape
stockholders”) will be entitled to receive is fixed, the market value of the stock consideration will fluctuate with the market price of OceanFirst common stock and will not be known at the time Cape stockholders vote on the first-step merger.
However, as described in more detail elsewhere in this joint proxy statement/prospectus, under the terms of the merger agreement, if the average price of OceanFirst common stock over a specified period of time decreases below certain specified
thresholds, Cape would have a right to terminate the merger agreement, unless OceanFirst elects to increase the exchange ratio, which would result in additional shares of OceanFirst common stock being issued. Based on the $19.95 closing price of
OceanFirst common stock on the NASDAQ Global Select Market (which we refer to as the “NASDAQ”) on January 5, 2016, the last full trading day before the public announcement of the Transactions, the per share value of the stock
consideration was equal to approximately $12.72 and the per share value of the merger consideration was equal to approximately $14.97. Based on the $[●] closing price of OceanFirst common stock on the NASDAQ on [●], 2016, the latest
practicable trading day before the printing of this joint proxy statement/prospectus, the per share value of the stock consideration was equal to approximately $[●] and the per share value of the merger consideration was equal to approximately
$[●]. Based on the 0.6375 exchange ratio and the number of shares of Cape common stock outstanding as of [●], 2016, together with the number of shares of Cap