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CORRESP

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 October 17, 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.

Amendment No. 1 to Registration Statement on Form S-4

Filed October 6, 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 October 13, 2016 (the “Comment Letter”),
relating to Amendment No. 1, filed by the Company with the Commission on October 6, 2016 (“Amendment No. 1”), to the Company’s Registration Statement on Form S-4 initially filed by the Company with the Commission on
August 25, 2016 (File No. 333-213307) (the “Initial Registration Statement”).

 In connection with this response to
the Comment Letter, the Company is contemporaneously filing an Amendment No. 2 to the Initial Registration Statement (“Amendment No. 2” and, together with the Initial Registration Statement and Amendment No. 1, the
“Registration Statement”) and a separate letter requesting acceleration of effectiveness of the Registration Statement pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended. References herein
to page numbers are to page numbers in Amendment No. 2 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, is a copy of Amendment No. 2 (Exhibit A), which is marked to show changes from the relevant portions of the previously filed Amendment No. 1.

Joint Proxy Statement/Prospectus Cover Page

1.
 We note your response and revised disclosure in response to comment 1 regarding OceanFirst’s option to
override Ocean Shore’s proposed termination by increasing the exchange ratio. Please include footnote disclosure to the Calculation of Registration Fee table to state that in the event of a change in the exchange ratio, the additional issuance
of shares would require a separate registration statement. For

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 Ms. Anagnosti

October 17, 2016

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guidance, please refer to Securities Act Rule 413 and Securities Act Rules Compliance and Disclosure Interpretation 610.01.

Response: The disclosure in the Registration Fee table has been revised in response to the Staff’s comment.

Certain Unaudited Prospective Financial Information of Ocean Shore, page 82

2.
We note the new disclosure of shared projections in response to comment 3, including the statements found in the last paragraph on page 83: “The summary of the Ocean Shore projections included below is not being
included to influence your decision whether to vote for the OceanFirst share issuance proposal....” and “The Ocean Shore projections are provided solely because they were made available to other parties in connection with the
Transactions.” Please revise your disclosure to remove these inappropriate limitations on shareholders’ reliance on the registration statement disclosures.

Response: The disclosure in Amendment No. 2 has been revised in response to the Staff’s comment. Please see “The
Transactions — Certain Unaudited Prospective Financial Information of Ocean Shore” on page 82 of Amendment No. 2.

 Change in Control
Agreements between Other Executive Officers and Ocean Shore, page 85

3.
Disclosure in the penultimate bullet point on page 14 indicates that Ms. Bossi and Ms. Davidson would enter into agreements with OceanFirst to provide, among other things, for payments in lieu of the lump sum cash
payment under their change in control agreements. Please revise to clarify the actual payment amounts they will receive in lieu of the lump sum cash payments under the change in control agreement, as well as disclose the material terms of the
contemplated employment agreements with OceanFirst.

 Response: The disclosure in Amendment No. 2 has been revised in
response to the Staff’s comment. Please see “Interests of Ocean Shore’s Directors and Executive Officers in the Transactions — Agreements with OceanFirst (Arrangements with Ms. Bossi and Ms. Davidson)” on
page 87 of Amendment No. 2. Please note that OceanFirst has not proposed employment agreement terms to Ms. Bossi or Ms. Davidson.

 U.S. Federal
Income Tax Consequences of the Integrated Mergers, page 111

4.
 The tax opinion filed as Exhibit 8.1 states that the federal tax consequences “will be as described in
the Registration Statement,” while the disclosure at the top of page 112 assumes that the integrated mergers will together be treated as an integrated transaction that qualifies as a reorganization pursuant to Section 368(a) of the Internal
Revenue Code. Please revise the disclosure to remove this assumption and

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 Ms. Anagnosti

October 17, 2016

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to add a statement that the disclosure is the opinion of counsel, and have counsel revise its opinion to state that the disclosure in the filing represents the opinion of counsel. Alternatively, have counsel file a
long form tax opinion. For guidance, please refer to Section III.B. of Staff Legal Bulletin No.19 (CF).

 Response: The
disclosure in Amendment No. 2 has been revised in response to the Staff’s comment. Please see “U.S. Federal Income Tax Consequences of the Integrated Mergers” on pages 111 and 112 of Amendment No. 2. In additions, the
tax opinions attached to the Registration Statement as Exhibits 8.1 and 8.2 have been revised to address the Staff’s comment.

 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 17, 2016

Registration No. 333-213307

UNITED STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  Amendment
No. 2

  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)  ¨

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  CALCULATION OF REGISTRATION FEE

 Title of each class of

securities to be registered

 Amount

to be

registered

 Proposed

maximum

 offering
price

 per share

 Proposed

maximum

 aggregate

offering price

 Amount of

registration fee

 Common Stock, $0.01 par value per share

6,625,342 shares(1)

N/A

$123,727,579.20(2)

$12,459.37(3)

(1)
Represents the maximum number of shares of the common stock of OceanFirst Financial Corp. (“OceanFirst”) estimated to be issuable upon completion of the merger of Masters Merger Sub Corp., a wholly-owned
subsidiary of OceanFirst (“Merger Sub”), with and into Ocean Shore Holding Co. (“Ocean Shore”). This number represents the sum of (a) the product of (i) 0.9667, the exchange ratio representing the stock portion of the
merger consideration, and (ii) 6,492,291, which is the number of shares of Ocean Shore’s common stock outstanding as of August 22, 2016 (including the shares of Ocean Shore’s common stock underlying Ocean Shore’s restricted
stock awards as of August 22, 2016), and (b) the product of (i) 1.2084 and (ii) 289,014, the number of shares of Ocean Shore’s common stock reserved for issuance upon the exercise of the outstanding Ocean Shore stock
options, in each case, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 12, 2016, by and among Ocean Shore, OceanFirst and Merger Sub, which is attached to the joint proxy statement/prospectus as Annex A.
The number of shares included in the registration fee table does not include the additional shares that could be issued, upon OceanFirst’s election, to avoid the termination of the merger agreement by Ocean Shore due to a decrease below certain
specified thresholds of the average price of OceanFirst common stock over a specified period of time, pursuant to the merger agreement and described in more detail elsewhere in this joint proxy statement/prospectus. The shares that could be issued
in that context cannot be determined at this time.

In the event that the exchange ratio is increased such that the number of shares of common stock of OceanFirst is increased beyond the amount registered pursuant to this Registration Statement, OceanFirst would file
prior to consummation of the merger pursuant to Rule 462(b) a short-form registration statement provided that the additional amount of shares to be registered is within the limits and conditions provided for under Rule 462(b). Under Rule 462(b), a
registration statement thereto shall become effective upon filing if, among other things: (i) the registration statement is for registering additional securities of the same class as were included in an earlier registration statement for the
same offering and declared effective by the Securities and Exchange Commission; and (ii) the new registration statement registers additional securities in an amount and at a price that together represent no more than 20% of the maximum
aggregate offering price set forth for each class of securities in the “Calculation of Registration Fee” table contained in such earlier registration statement. Alternatively, if OceanFirst cannot avail itself of the provisions of Rule
462(b), it would pursue registering the additional shares under a new registration statement filed pursuant to Rule 429.

(2)
Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, and computed pursuant to Rules 457(f) and 457(c) under the Securities Act,
based upon the market value of shares of Ocean Shore common stock in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: (a) the product of (i) $22.41, the average of the high and low prices per share of Ocean
Shore’s common stock as reported on the NASDAQ Global Select Market on August 22, 2016 and (ii) 6,781,305, the estimated maximum number of shares of Ocean Shore common stock that may be exchanged for shares of OceanFirst common stock
minus (b) $28,241,465.80, the estimated aggregate amount of cash to be paid by OceanFirst in exchange for shares of Ocean Shore common stock.

(3)
Determined in accordance with Section 6(b) of the Securities Act of 1933, as amended, at a rate equal to $100.70 per $1,000,000 of the proposed maximum aggregate offering price. Previously paid.

 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 17, 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 Oc