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CORRESP

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 October 6, 2016

VIA EDGAR

 Era Anagnosti, Legal Branch Chief

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 August 25, 2016

File No. 333-213307

 Dear Ms. Anagnosti:

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 September 20, 2016 (the “Comment
Letter”), relating to the Registration Statement on Form S-4 filed by the Company with the Commission on August 25, 2016 (File No. 333-213307) (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”). 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.

 Joint Proxy Statement/Prospectus Cover Page

1.
Please disclose on the cover page more details of the price triggers described on page 101 and how the termination rights give parties the right to change the conversion ratio.

Response: The disclosure on the cover page in the Amended Registration Statement has been revised in response to the Staff’s comment.
Please see the Joint Proxy Statement/Prospectus Cover Page attached to the Amended Registration Statement.

2.
Please revise the cover page to include the total merger consideration.

 Response: The
disclosure on the cover page in the Amended Registration Statement has been revised in response to the Staff’s comment.

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 Ms. Anagnosti

October 6, 2016

 Page 2

 The Transactions

Opinion of Ocean Shore’s Financial Advisor, page 56

3.
We note the disclosure on page 58 that Sandler used “financial projections for Ocean Shore for the years ending December 31, 2017 through December 31, 2020, as provided by and discussed with the senior
management of OceanFirst.” Please disclose the projections OceanFirst shared with Ocean Shore’s financial advisors.

Response: A disclosure in the Amended Registration Statement has been added in response to the Staff’s comment. Please see “The
Transactions – Certain Unaudited Prospective Financial Information of Ocean Shore” on page 82.

 Sandler O’Neill’s
Relationship, page 68

4.
Please expand the first paragraph to disclose all compensation paid to Sandler O’Neill during the last two years for all services to Ocean Shore. Please refer to Section 1015(b)(4) of Regulation M-A.

 Response: The disclosure in the Amended Registration Statement has been revised in response to the Staff’s
comment. Please see “The Transactions – Opinion of Ocean Shore’s Financial Advisor – Sandler O’Neill’s Relationship” on page 72 of the Amended Registration Statement.

5.
We also note the disclosure that Sandler provided investment banking services to OceanFirst during the past two years and received fees for such services. Please revise to disclose all compensation paid to Sandler
during the last two years for all services to OceanFirst. Please refer to Section 1015(b) of Regulation M-A.

Response: The disclosure in the Amended Registration Statement has been revised in response to the Staff’s comment. Please see
“The Transactions – Opinion of Ocean Shore’s Financial Advisor – Sandler O’Neill’s Relationship” on page 72 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

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 Ms. Anagnosti

October 6, 2016

 Page 3

•

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

cc:
Christopher D. Maher, OceanFirst Financial Corp.

Steven J. Tsimbinos, OceanFirst Financial Corp.

Jessica Livingston, United States Securities and Exchange Commission

Eric Envall, United States Securities and Exchange Commission

 Enclosures

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 Exhibit A

Table of Contents

  As filed with the Securities and Exchange Commission on October 6, 2016

Registration No. 333-213307

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

 Steven E. Brady

Ocean Shore Holding Co.

1001 Asbury Avenue

 Ocean
City, New Jersey 08226

 Phone: (609) 399-0012

 David C. Ingles, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

 New York,
New York 10036

 Phone: (212) 735-3000

 Aaron M. Kaslow, Esq.

Kilpatrick Townsend & Stockton LLP

607 14th Street, NW, Suite 900

Washington, D.C. 20005

Phone: (202) 508-5825

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 OCTOBER 6, 2016

Proxy Statement

 Prospectus

  MERGER AND SHARE ISSUANCE PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:

On July 12, 2016, OceanFirst Financial Corp., a Delaware corporation (which we refer to as “OceanFirst”), Ocean Shore Holding Co., a
New Jersey corporation (which we refer to as “Ocean Shore”), and Masters Merger Sub Corp., a New Jersey 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 Ocean Shore. Under the terms of the merger agreement, (i) Merger Sub will merge with and into Ocean Shore (which we refer to
as the “first-step merger”), with Ocean Shore 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, Ocean Shore
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, Ocean City Home Bank, a federal savings bank and a wholly-owned subsidiary of Ocean Shore (which we refer to as “Ocean Shore Bank”), will merge with and into
OceanFirst Bank, a federal 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 Ocean Shore (which we refer to as “Ocean Shore common stock”), except for specified shares of Ocean Shore common stock owned by Ocean Shore or OceanFirst, will be converted into the right to
receive $4.35 in cash, without interest (which we refer to as the “cash consideration”), and 0.9667 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 Ocean Shore common stock (which we refer to as the “Ocean Shore
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 Ocean Shore stockholders vote on the first-step
merger. However, Ocean Shore has the right to terminate the merger agreement if, at any time during a five-day period following the date of receipt of the requisite regulatory approvals for the Transactions, the market value of OceanFirst common
stock (i) is less than $14.46 and (ii) fails to meet certain comparison thresholds relative to the NASDAQ Bank Index. If Ocean Shore elects to exercise this termination right, then OceanFirst has the option to override the proposed termination by
increasing the exchange ratio to a level that would cause either of the two requirements of this termination right to not be satisfied. Based on the $18.74 closing price of OceanFirst common stock on the NASDAQ Global Select Market (which we refer
to as the “NASDAQ”) on July 12, 2016, the last full trading day before the public announcement of the Transactions, the per share value of the stock consideration was equal to $18.12 and the per share value of the merger consideration was
equal to $22.47. 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 merger
consideration was equal to $[●] (and the aggregate value of the merger consideration was equal to $[●]), which includes the value of the stock portion of the merger consideration and the cash portion of the merger consideration. Based on
the 0.9667 exchange ratio and the number of shares of Ocean Shore common stock outstanding as of September 23, 2016 (which includes the number of shares of Ocean Shore common stock underlying Ocean Shore’s restricted stock awards as of
September 23, 2016), the maximum number of shares of OceanFirst common stock estimated to be issuable at the effective time of the first-step merger is 6,294,189. We urge you to obtain current market quotations for OceanFirst (trading symbol
“OCFC”) and Ocean Shore (trading symbol “OSHC”).

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 OceanFirst will hold a special meeting of its stockholders (which we refer to as the
“OceanFirst special meeting”) in connection with the issuance of the shares of OceanFirst common stock representing the stock consideration (which we refer to as the “OceanFirst share issuance”). At the OceanFirst special
meeting, the holders of OceanFirst common stock (which we refer to as the “OceanFirst stockholders”) will be asked to vote to approve the OceanFirst share issuance. Approval of the OceanFirst share issuance requires the affirmative vote of
a majority of the total votes cast by the OceanFirst stockholders at the OceanFirst special meeting.

 Ocean Shore will hold a special
meeting of its stockholders (which we refer to as the “Ocean Shore special meeting”) in connection with the first-step merger. At the Ocean Shore special meeting, Ocean Shore stockholders will be asked to vote to approve the merger
agreement and related matters as described in this joint proxy statement/prospectus. Under New Jersey law and Ocean Shore’s organizational documents, approval of the merger agreement requires the affirmative vote of a majority of the votes cast
by Ocean Shore stockholders entitled to vote at the Ocean Shore special meeting.

  The OceanFirst special meeting will be held on
[●], 2016 at 975 Hooper Avenue, Toms River, New Jersey, 0875