SecProbe.io

June 2, 2011

Mark K. Mason
Chief Executive Officer
HomeStreet, Inc.  601 Union Street, Suite 2000  Seattle, Washington 98101
Re: HomeStreet, Inc.
Registration Statement on Form S-1 and Form S-1/A
Filed May 6, 2011 and May 19, 2011
  File No. 333-173980

Dear Mr. Mason:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. As far as practicable, please fill in the blanks that do not contain pricing-related
information in your next amendment.

2. Please note the updating requirements of Rule  3-12 of Regulation S-X and provide an
updated consent from your independent accountant in your next pre-effective amendment.
 Cover Page of Prospectus

 3. Please confirm that you will disclose the number of shares of common stock being
offered in an amendment filed prior to any distribution of the prospectus.

Mark K. Mason HomeStreet, Inc. June 2, 2011 Page 2

Summary, page 1

 4. Please revise the “Summary” section to provi de a more balanced presentation, including,
but not limited to disclosing:
 The amount of your net losses during the 2009 and 2010 fiscal years;
 That under the Bank Order you were required to achieve Tier 1 capital and total
risk-based capital ratios of 10% and 12%, respectively, by October 5, 2009, and
reduce certain adversely classified asse ts to 40% by February 28, 2010, and that
you failed to meet these requirements; and
 The amount of capital you need to ra ise in order to meet your minimum
regulatory capital requirements as of the most recent practicable date and whether
you expect that amount to increase, i. e., if continued losses are expected.

Recent Developments, page 2

 5. Revise the second full paragraph on page 2 to discuss the status of your compliance with
the Company Order and the Bank Order, and briefly summarize the material actions
taken in response to these orders to date.  Confirm that you will re vise any amendments
to the registration statement to update this section, as necessary.
 Turnaround Plan, page 3

 6. As you indicate in a Risk Fact or on page 21, please state that  there is no assurance your
plan will be successful.
 Selected Turnaround Results, page 5

 7. Please revise this section to provide more balanced disclosure regarding your financial
results.  For example, your disclosure em phasizes the positive results related to the
reduction in nonperforming loans, but does not di sclose your net income (losses), return
on assets and return on equity for the periods indicated.

8.      Please revise to address the reason s and basis for providing selected financial
information which compares the fourth quarter  of fiscal 2010 with the third quarter of
fiscal 2009.  You should addre ss the significance of these pe riods supplementing the table
with a specific and thorough discussion addres sing the reasons for the differences in the
amounts being presented.  We note the inclus ion of comparable di sclosures within the
business section on page 112 as well.
 Significant Sources…page 8

 9. Please provide us with a copy of the MB A/STRATMOR study.  Tell us whether it was
prepared on your behalf.

Mark K. Mason HomeStreet, Inc. June 2, 2011 Page 3

  Robust Capital Position, page 9

 10. Here and elsewhere in the f iling, please eliminate the phr ase “Robust Capital Position.”

11. Please revise to highlight the fact that th e Bank Order requires the Bank to achieve and
maintain a Tier I capital ratio of at least 10.0%  and a risk-based capit al ratio of at least
12.0%.
 Forward-Looking Statements, page 13

 12. Please move this section to somewher e after the “Risk Factors” section.
 13. The language in the second full paragraph on page 14 appears to be disclaiming the
accuracy of industry and market data bei ng provided and such language may confuse
investors.  Please revise this section to re move any disclaimers of accuracy with respect
to industry and market data.
Non-GAAP Financial Measures, page 14

14.      Please revise to specifically iden tify the non-GAAP financia l measures addressing
profitability, performance and asset quality which are included within the registration
statement. Please ensure that e ach of these measures referenced is reconciled to the most
directly comparable financial measure cal culated and presented in accordance with
GAAP.  Refer to Item 10(e)(1)(i)(B) of Regulation S-K.
Summary Selected Historical Consolidat ed Financial and Other Data, page 15

15. Please revise the table here and in the “Sel ected Historical Conso lidated Financial and
Other Data” section to quantify the allowa nce for loan losses as a percentage of
nonperforming loans for the periods indicated.
 Risk Factors, page 18

 General

 16. In order to highlight the most significant f actors that make this offering risky, please
eliminate any risk factors that could apply to any registrant.  Revise this section so that
the risk factors presented sp ecifically relate to you.

Mark K. Mason HomeStreet, Inc. June 2, 2011 Page 4

Adverse economic conditions in the Pacific Northwest, . . . page 22

 17. Please revise to provide specific information, w ith numerical data to the extent available,
regarding decreased real estate  values and sales and increa sed foreclosure, unemployment
and commercial real estate vacancy rates.
 Our allowance for loan losses may prove inadequate . . . , page 24

 18. Please revise to quantify the allowance for lo an losses, both in dollar terms, and as a
percentage of nonperforming loans, as of December 31, 2009 and 2010, respectively.

If we sell mortgage loans or mortgage loan serv icing rights and a default occurs . . . , page 27

19. Please revise to quantify as of the most re cent practicable date the dollar amount of
mortgage loans subject to repurchase a nd the amount of reserves established.
 Use of Proceeds, page 46

 20. Discuss what other measures you have consid ered and which you are planning to pursue,
if any, should the offering be insufficient to enable the Bank to comply with the Bank
Order with respect to Tier 1 capital and total risk-based capital (e.g., if ope rating losses
continue).  Please also disclose the impact to the purchaser in the offering.  To the extent
you have no other plans, this should clearly be stated.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Asset Quality and Nonperforming Assets, page 88

 21. In regard to your troubled debt restructurings (TDRs), please te ll us and revise to address
the following:
 Provide a robust discussion of your TDR a nd renegotiated loan activities. Your
discussion should include in tabular fo rmat quantification of the types of
concessions made (e.g. rate reductions,  payment extensions, forgiveness of
principal, forbearance or other actions ) and discussion of your successes or
failures with the different types of concessions;
 Provide a table (by loan type) that iden tifies the number and amount of TDRs on
accrual and nonaccrual; and
 Disclose your policy regarding how many payments the borrower needs to make
on restructured loans before retu rning loans to accrual status.

22. Given the high levels of nonperforming loans, assets, troubled debt restructurings and
OREO, please address and disclose the followi ng, as it relates to your appraisal policies:

 Tell us and disclose your appraisal policy;

Mark K. Mason HomeStreet, Inc. June 2, 2011 Page 5

 Describe the procedures performed at each  balance sheet date to determine the
fair value of collateral-depende nt impaired loans and OREO;
 When you receive new appraisals, describe the type of appraisals received, such
as “retail value” or “as is value”;
 Address how partially charged-off loans measured for impairment based on the
collateral value are classified and account ed for subsequent to receiving an
updated appraisal.  For example, disclo se whether the loan s are returned to
performing status or whether th ey remain as nonperforming;
 Address the typical timing surrounding th e recognition of a loan as nonaccrual
and recording of any pr ovision or charge-off;
 Address the procedures performed between receipt of updated appraisals to ensure
impairment of loans measured for impairment based on collateral value are
measured appropriately; and
 Address how you determine the amount to charge-off.
 Business

 Market Opportunities, page 118

 23. Please expand the disclosure in the first pa ragraph under the “Pacifi c Northwest Market”
heading to provide a summary of market c onditions in the Pacific Northwest during 2008,
2009 and 2010 or provide a cross-reference to the first full risk factor on page 22.
 Management, page 149

 24. Please disclose the information required by Item 407(e)(4) of Regulation S-K.

Executive Compensation

 Summary Components of Compensation, page 165

 25. Please quantify the performance metrics util ized in determining compensation under the
2011 Management/Support Plan and the 2010 Equity Incentive Plan.
 26. Disclose what elements of individual perfor mance are taken into ac count in determining
compensation under the 2011 Management/Support Pl an.  Refer to Item 402(b)(2)(vii) of
Regulation S-K.

Mark K. Mason HomeStreet, Inc. June 2, 2011 Page 6

Notes to Consolidated Financial Statements

 Note 1 – Summary of Significant Accounting Policies

Accounting for Windermere Mortgage Services, Inc., F-15
 27. Please tell us how you determined that Winde rmere Mortgage Services, Inc. is not a
variable interest en tity (VIE) and how you consider ed the guidance in ASC 810-10-25
when forming your conclusion.

Note 5 – Loans and Credit Quality, F-24

 28.     We note that your portfolio segments and cl asses of financing receivables appear to be the
same for purposes of providing the disclo sures required by ASU 2010-20. Please tell us
how you considered paragraphs 310-10- 55-16 through 310-10-55- 18 and 310-10-55-22
of this guidance when determining that furt her disaggregation of your portfolio segments
was not necessary.  Confirm to us, if true, that the classes presented are at the level
management uses to assess and monitor th e risk and performance of the portfolio.

29. Please revise your next amendment to descri be the risk characteristics of each loan
portfolio segment.  Refer to 310-10-50-11B(a)(2) for guidance.

30. We note that loans graded as Watch are incl uded within the Pass cla ssification.  In light
of the fact that you disclosed total Wa tch loans as $323.0 million at December 31, 2010,
please revise your next amendment to break out Watch loans by loan class.

Note 12 – Mortgage Banking Operations, F-40

31.     We note your disclosure that you reco rded delinquent or defaulted GNMA mortgage
loans as if they had been repurchased, totaling $2.6 million and $8.1 million in 2010 and
2009, respectively.  Please revise your next amendment to provide information about the
principal balances of off-balance sheet secu ritized loans serviced for others.  Please
address the following:

 Disclose your repurchase obligations or righ ts for loans sold that are more than 90
days past due; and
 Provide delinquency information, specifically loans 90 days o r more past due and still
accruing interest as well as nonaccrual loans.

Note 13 – Commitments, Guarantees, and Contingencies, F-46
 32. We note your disclosures beginning on page F-47 regarding the f act that you have
various legal claims and other contingent ma tters outstanding.  We further note your risk
factors on pages 28 and 34 concerning the fact  that you may be subject to claims and
litigation under various foreclosur e laws related to loan services that initiate foreclosures

Mark K. Mason HomeStreet, Inc. June 2, 2011 Page 7

that are based on faulty affidavits.  We note that you have not disc losed the following for
the various litigation matters to which the Company is exposed:

(i)  the nature of any ma terial contingencies; or
(ii)  the possible loss or range  of loss or a statement that an  estimate of the loss cannot be
made.

Please revise your next amendment to include all of disclosures requ ired by paragraphs 3-
5 of ASC 450-20-50 to the extent  material, especially in lig ht of the foreclosure issue
referenced above.

Prospectus Back Cover Page

 33. Please advise dealers of their prospectus de livery obligation, as required by Item 502(b)
of Regulation S-K.
 Exhibits

 34. Please file with your next amendment all exhibits that you indi cate will be filed by
amendment or tell us when you pl an to file them.  Note that  we may have comments after
reviewing these exhibits.
 35. Please file the 2011 Management/Support Performance-Based Annual Incentive Plan as
an exhibit. Refer to Item 601( b)(10) of Regulation S-K.
 36. We note that certain exhibits have not b een filed in their entirety. For example,
appendices have been omitted from Exhibit 10.25 and exhibits have been omitted from
Exhibit 10.29.  These are only examples.  Please ensure that all exhibits are filed in their
entirety.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

Mark K. Mason HomeStreet, Inc. June 2, 2011 Page 8

 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 staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact David Irving at (202) 551-3321 or Marc Thomas at (202) 551-3452 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact David Lin at (202) 551-3552 or me at (202) 551-3491 with any other questions.

Sincerely,

        Todd K. Schiffman
Assistant Director
cc: (facsimile only)  Mr. Marcus J. Williams
Davis Wright Tremaine LLP (206) 757-7700