SecProbe.io

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November 10th 2004

Mail Stop 0408

By U.S. Mail and facsimile to (202) 434-4661
Mr. John N. Hopkins
President and Chief Executive Officer
Kearny Financial Corp.
250 Valley Boulevard
Wood-Ridge, New Jersey 07075

Re:	Kearny Financial Corp.
	Amendment to Form S-1 filed on October 27th 2004
	File Number 333-118815

Dear Mr. Hopkins:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

The purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to working with you in
these respects.  We welcome any questions you may have about our
comments or any other aspect of our review.  Feel free to call us at
the telephone numbers listed at the end of this letter.

After-Market Performance Information Provided by Independent Appraiser
- page 7

1. We note your response to prior comment 8.  Consider whether or not
it is appropriate to say on page 8 that the data "may not be
meaningful to investors," as you already mention that the sample is
small.

Stock Trading Multiples of Mutual Holding Companies on a Fully
Converted Basis - page 6

2. We note your response to prior comment 8.  Please advise why you
include references to "fully converted" on pages 5, 6 and 10.

Selected Financial Data and Other Data - page 20

3. Please refer to our previous comment 14.  Please provide the
dividend payout ratio and cash dividends paid per share for each
entity included in the consolidated financial statements.  In
addition, provide the net income per common share outstanding.
Regulation S-K and Industry Guide 3 require that certain historical
information be presented in the table of selected financial data,
regardless of whether or not the capital structure will be
significantly different after the initial public offering.  To the
extent you believe additional disclosure is required to enhance a
reader`s understanding of this data, please revise to provide such
disclosure.

Recent Developments - page 22

4. Please provide the basic/diluted earnings per share and the
weighted average number of common shares outstanding in the summary of
operations.

5. On page 26, please revise your discussion to include your
assessment of the shift in deposit accounts to include the following:
* Whether you expect this trend to continue.
* Your estimate of the severity of the potential deposit run-off as
alternative investment opportunities present themselves and what
impact this will have on your liquidity.

Management`s Discussion and Analysis - page 38

6. Refer to our previous comment 26.  Please add a separately titled
section to discuss your off balance sheet arrangements to include the
following:
* Significant Purchase Commitments
* Loan Guarantees, Letters of Credit or similar arrangements
* Commitments to Fund Loans
* Any other item that constitutes a liability, asset or cash flow that
is not reflected in your financial statements.
Alternatively, please include a separately titled section for off
balance sheet arrangements that includes references to where these
discussions are located.  Refer to Rule 303(4) of Regulation S-X.

Overview - page 39

7. We note that your response to prior comment number 24 discusses net
interest income, provision for loan losses, non-interest income and
non-interest expense.  Please complete the analysis by discussing the
results of net income.

Critical Accounting Policies - page 42

8. Refer to our previous comment 28.  We note the implementation dates
of EITF 03-1.  Please revise your discussion of your accounting
policies for determining impairment on investment securities to
discuss what your policies were for each of the periods presented.
Clearly disclose what your procedures have been to evaluate security
impairment and how accurate those estimates and assumptions are
compared to actual performance.  In light of this, please delete your
sentence on page 42 "There is no basis to evaluate the accuracy of our
estimates and assumptions in evaluating whether any securities are
other-than-temporarily impaired as EITF 03-1 was first adopted
effective June 30, 2004."

Transactions with Related Parties - page 95

9. We note your reply to prior comment number 42.  In the third
paragraph, it appears as if you have one loan with directors,
executive officers or their immediately family members but several
loans that total up to $1.6 million to officers, officers and
employees in the fourth paragraph.  Please clarify the disclosure
between the two paragraphs (e.g., are the additional loans to just
employees?).

Consolidated Statements of Changes in Stockholder`s Equity - page F-4

10. Please revise to reflect the changes in the number of shares
outstanding for all years presented.  Refer to paragraph 10 of APB 12.

11. Please revise to disclose the dividends to minority shareholders
and the purchase and issuance of treasury stock.  Refer to paragraph
53 of APB 16.

Statement of Cash Flows - page F-5

12. Please revise your statement of cash flows to separately present
the dividends paid to minority shareholders and the purchase and
issuance of treasury stock as cash flows from financing activities.
Refer to paragraphs 19 and 20 of SFAS 95.

Summary of Significant Accounting Policies - page F-8

13. Refer to our previous comment 53.  We note the disclosure of when
goodwill impairment is evaluated.  Please revise your discussion to
include a disclosure describing the specific manner in which goodwill
is assessed for recoverability and how any impairment would be
measured.   Revise your disclosure to specifically discuss what method
you use to test the goodwill for impairment and how any impairment
would be measured under this test.

14. Refer to our previous comment 58.  Please move the SFAS 107 fair
value assumptions from the Summary of Significant Accounting Policies
footnote to Note 17, and include a disclosure of how you determine the
fair value of your investment securities that specifically states, if
true, that you use quoted market prices when available.  The Summary
of Significant Accounting policies should contain disclosures related
to how you calculate the fair value only when those disclosures relate
to how you record items presented in your balance sheet.

Note 13.  Benefit Plans - page F-25

15. Refer to our previous comment 66.  Please also include the
significant assumptions used in estimating the fair values of the
options including the following weighted average information for all
entities included in your consolidated financial statements:
* risk free interest rate
* expected life
* expected volatility
* expected dividends
Refer to paragraph 47 of SFAS 123.

16. Refer to our previous comment 67.  Please provide the following
disclosures for any period for which an income statement is presented
for all entities included in your consolidated financial statements:
* Net income and basic and diluted earnings per share as reported
* The stock-based employee compensation cost, net of related tax
effects, included in the determination of net income, as reported
* The stock-based employee compensation cost, net of related tax
effects, that would have been included in the determination of net
income if the fair value method had been applied to all awards
* Pro forma net income as if the fair value had been applied to all
awards
* Pro forma basic and diluted earnings per share as if the fair value
based method had been applied to all awards.
Refer to paragraphs 45-48 of SFAS 123.

Stockholder`s Equity and Regulatory Capital - page F-29

17. Please revise your regulatory capital ratio disclosures on page F-
30 to present ratios for the consolidated holding company as well as
the bank.  Refer to Chapter 17.17 AICPA Audit and Accounting Guide:
Depository and Lending Institutions.

*	*	*

Closing Comments

As appropriate, please amend your registration statement in response
to these comments.  You may wish to provide us with marked copies of
the amendment to expedite our review by showing deleted sections as
strikethrough and added sections as underlining.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require for
an informed decision.  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 the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that

* if the Commission or the staff, acting pursuant to delegated
authority, declares 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 authority, 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 this action as defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in connection with our review of your filing or
in response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a 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.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

You may contact Rebekah Moore at (202) 824-5482 or Kevin Vaughn at
(202) 942-1816 if you have questions regarding comments on the
financial statements and related matters.  Please contact Tim
Geishecker at (202) 824-5301 or me at (202) 942-2889 with any other
questions.

						Sincerely,

						William Friar
						Senior Financial Analyst

cc:	Samuel J. Malizia, Esq.
	Tiffany A. Hasselman, Esq.
	Malizia Spidi & Fisch, PC
	1100 New York Avenue, NW - Suite 340 West
	Washington, DC  20005
Mr. John N. Hopkins
Kearny Financial Corp.
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