SecProbe.io

July 1, 2011

Via E-mail
Mark K. Mason
Chief Executive Officer  HomeStreet, Inc.  601 Union Street, Suite 2000  Seattle, Washington 98101
Re: HomeStreet, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed June 21, 2011
  File No. 333-173980

Dear Mr. Mason:

We have reviewed your amended filing and re lated response letter and have the following
comments.  In some of our comments, we may ask you to provide 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.
 Amendment No. 2 to Registration Statement on Form S-1

 Summary

 Significant Sources . . . , page 12

 1. We note your response to prior comment 9 in our letter dated June 2, 2011.  The
disclosure derived from the MBA / STRATM OR study appears to represent solely the
findings in this study, and not the basis upon which management formed its own opinions
and beliefs about the industry  and the market in which you operate.  If disclosure is
attributed solely to the MBA / STRATMOR study, you must file  its consent as an exhibit
to the registration statement.  See Rule 436 of Regulation C.  For additional guidance
please refer to Interpretation 233.02 of the Division’s Securities Act Rules Compliance

Mark K. Mason HomeStreet, Inc. July 1, 2011 Page 2

 and Disclosure Interpretations found in our website at
http://www.sec.gov/divisions.corp/guidance/sec urities/htm. Please advise or revise.
 Risk Factors

 Adverse economic conditions in the Pacific Northwest . . . , page 23

 2. We note that you have disclosed quantified ma rket data under the “Market Opportunities”
section on page 145 in response to prior comment 17 of our letter dated June 2, 2011.  We reissue the comment in part.  Please revise  this risk factor to include such quantified
market data or provide a cross-refe rence to such information on page 145.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Income Tax Expense (Benefit) page 67

 3. Please tell us the basis for the determination that the completion of the offering will result
in a change of control of the Company within  the meaning of Secti on 382 of the Internal
Revenue Code of 1986, as amended.

Credit Risk Management

 Appraisals, page 102

 4. We note your response to comment 22 in our le tter dated June 2, 2011.  We did not note
disclosure in your document re garding several of the bulle t points in our previous
comment.  Please tell us, and revise your next amendment,  to specifically discuss the
following related to your appraisal process:
 Address how partially charged-off loans measured for impairment based on the
collateral value are classified and accounted  for subsequent to receiving an updated
appraisal.  For example, disclose whether the loans are returned to performing status
or whether they remain as nonperforming;
 Address the typical timing surrounding the recognition of a loan as nonaccrual and
recording of any provision or charge-off;
 Address the specific procedures performe d, at each reporting period between receipt
of updated appraisals, to en sure the collateral underly ing these loans has been
adequately valued and the required impairments recorded; and
 Address how you determine the amount to charge-off.

Asset Quality and Nonperforming Assets, page 103

5. We note your disclosure on page 108 that, “conc essions to borrowers that represent an
insignificant delay in performance are not desi gnated TDRs.”  Please describe the types

Mark K. Mason HomeStreet, Inc. July 1, 2011 Page 3

 of modifications performed and explain your rationale for not classifying these as TDRs.
In this regard, specifically define “insignificant delay” and tell us whether you have
performed any loan modifications that you c onsider to be short term in nature and
therefore concluded that TDR cl assification was not required.

6. Please revise your next amendment to include a discussion of the trends depicted in the
tables included in Note 4 to the financial st atements, particularly as they relate to the
development of the allowance for loan losses for loans individually evaluated for impairment, collectively evaluated for impair ment and impaired loans.  Discuss the
changes in the allocation of the allowance and related allowances for impaired loans
between periods, including why a significant amount of impaired loans do not have a related allowance. For example, we note that total impaired construction and land
development loans with no related allowan ce increased significantly between periods,
from $13.5 million at December 31, 2010 to $33.4 million at March 31, 2011.  Further,
we note there appear to be re-a llocations within certain loan classes that are not disclosed
or discussed.

7. We note that you did not record  a provision for loan losses during the three months ended
March 31, 2011.  We further note that you ha ve recognized both significant loan loss
provisions and net loan charge-offs in recent periods and continue to recognize elevated
levels of classified assets and an incr eased level of non-accrual loans and in loans
classified as 90 days or mo re past due at March 31, 2011.  Please revise to provide the
reader with sufficient information and a clear understanding of the ba sis for not recording
any provision for loan losses during this timeframe. Please be specific and thorough in
your disclosures.
 Business

 Third Party Loan Review, page 134

 8. We note that your “Third Party Loan Revi ew” disclosure summarizes the review
performed by Unicon Financial Services, Inc ., a third party loan review consultant.
Please refer to Rule 436 of Regulation C a nd include the written consent of Unicon.
 Recapitalizing the Company

 Accelerated Asset Resolution Plan, page 135

 9. Please tell us how the Accelerated Asset Reso lution Plan (“AARP”) m eets the criteria for
presentation as pro forma informati on under Rule 11-01 of Regulation S-X.
 10. Please tell us how you considered AS C Subtopic 820-10-35 when forming your
conclusion that the valuation losses expected to  be incurred as a result of the adoption of
the AARP should not be recognized at Marc h 31, 2011.  Specifically, please tell us in

Mark K. Mason HomeStreet, Inc. July 1, 2011 Page 4

 detail how you determined that the fair values determined under the AARP pool asset
recovery valuation do not represent the prices that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Please be specif ic and thorough in your response.

11. Please tell us how you considered ASC Subt opic 310-10-35 and the classification of the
assets expected to be incl uded in the AARP, as held for sale at March 31, 2011.

Part II

 Item 15. Recent Sales of Unregistered Securities, page II-1

 12. We note that Item 15 has been deleted from Pa rt II of the registration statement.  Please
advise or revise.
Exhibits

 13. We note that your 2011 Director Equity Incentive Plan has not been filed as an exhibit to
the registration statement.  Please file it with your next amendment.

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,
   /s/ Marc Thomas for
        Todd K. Schiffman
Assistant Director
cc: Mr. Marcus J. Williams
Davis Wright Tremaine LLP