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SEC Response Letter

 Suite 2200

 1201 Third
Avenue

 Seattle, WA 98101-3045

Marcus J. Williams

 206.757.8170
tel

 206.757.7170 fax

marcwilliams@dwt.com

 June 20, 2011

 VIA EDGAR AND FEDERAL EXPRESS OVERNIGHT

 Securities and Exchange Commission

 Division of Corporation Finance

 100
F Street NE

 Washington, D.C. 20549-4561

Attention:

Mr. David Lin

Mr. Todd K. Schiffman

Re:
HomeStreet, Inc.

Registration Statement on Form S-1 and Form S-1/A

Filed May 6, 2011, as amended on May 19, 2011 and June 20, 2011

File No. 333-173980

 On behalf of
our client HomeStreet, Inc. (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended, and the rules promulgated thereunder, set forth below are responses to the comments of the Staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC” or “Commission”) that were set forth in the Staff’s letter, dated June 2, 2011, regarding the above-referenced
Registration Statement on Form S-1. We have carefully reviewed and considered each comment contained in that letter, and would respectfully submit the proposed responses and actions indicated below. For ease of reference, the text of each of the
Staff’s comments is set forth below followed in each case by our response. Unless otherwise noted, references to page numbers in our responses are to Amendment No. 2 to the Registration Statement on Form S-1 of the Company (SEC File
No. 333-173980) as filed with the Commission on June 20, 2011.

 General

Staff Comment No. 1: As far as practicable, please fill in the blanks that do not contain pricing-related information in your next amendment.

 RESPONSE: Insofar as practicable, the Company has filled in the blanks that do not contain pricing-related information.

Staff Comment No. 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.

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 RESPONSE: The Company has updated its financial statements to comply with Rule 3-12 of Regulation
S-X and has provided an updated consent from its independent accountant.

 Cover Page of Prospectus

Staff Comment No. 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.

 RESPONSE: The Company hereby confirms that it will disclose the number of shares of common stock
being offered in an amendment filed prior to any distribution of the prospectus.

 Summary, page 1

Staff Comment No. 4: Please revise the “Summary” section to provide 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 assets to 40% by February 28, 2010, and that you failed to meet these requirements; and

•

 The amount of capital you need to raise 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.

 RESPONSE: The Company has
revised the Summary section of its filing on page 2 of Amendment No. 2 as requested. Specifically, the Company has added disclosure in “Summary – Recent Developments” regarding net losses in 2010 and 2009 and regarding the
Company’s failure to meet the Bank Order requirements of capital augmentation and classified asset reduction plans. Additionally, the Company has included disclosure on page 2 regarding the amount of additional capital needed to meet the
minimum regulatory capital requirements of the Bank Order as of March 31, 2011 along with a cautionary statement on page 3 regarding the impact of unanticipated operating losses and asset quality deterioration on our ability to satisfy the
capital ratio and asset quality requirements of the Bank Order.

 Recent Developments, page 2

Staff Comment No. 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 revise any amendments to the registration statement to update this section, as necessary.

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 RESPONSE: The Company has revised the disclosure on pages 2-3 of Amendment No. 2 to include
a discussion of the status of its compliance with the Company Order and the Bank Order. The Company has also summarized the material actions taken to date in response to these Orders. In addition, the Company hereby confirms that it will revise any
amendments to the registration statement to update this section as necessary.

 Turnaround Plan, page 3

Staff Comment No. 6: As you indicate in a Risk Factor on page 21, please state that there is no assurance your plan will be successful.

 RESPONSE: The Company has revised page 4 of Amendment No. 2 as requested.

Selected Turnaround Results, page 5

 Staff Comment No. 7: Please revise this section to provide more balanced disclosure regarding your financial results. For example, your disclosure emphasizes the positive results related to
the reduction in nonperforming loans, but does not disclose your net income (losses), return on assets and return on equity for the periods indicated.

 RESPONSE: The Company has revised the “Selected Turnaround Plan Results” section beginning on page 8 of Amendment No. 2 to provide the requested disclosure regarding its financial
results. We respectfully submit that return on assets and return on equity for the periods indicated are not meaningful disclosures given the magnitude of the net losses. This information is supplied in the “Summary Selected Historical
Consolidated Financial and Other Data” table in the Summary section as of the quarters ended March 31, 2010 and 2009 and for the years ended December 31, 2006 through 2010, inclusive.

Staff Comment No. 8: Please revise to address the reasons and basis for providing selected financial information which compares the fourth
quarter of fiscal 2010 with the third quarter of fiscal 2009. You should address the significance of these periods supplementing the table with a specific and thorough discussion addressing the reasons for the differences in the amounts being
presented. We note the inclusion of comparable disclosures within the business section on page 112 as well.

 RESPONSE: The Company has
provided selected financial information that compares the first quarter of 2011 with the third quarter of fiscal 2009 because the new management team was hired and began to execute the turnaround plan late in the third quarter of 2009. The Company
has revised the “Selected Turnaround Plan Results” section of the Summary beginning on page 8 of Amendment No. 2 to reflect the foregoing.

 The Company believes that the differences in the amounts presented are due to the results of the various elements in the turnaround plan, which are discussed under the following headings:

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•

 Improve Asset Quality and Upgrade Credit Culture

•

 Balance Sheet Restructuring and Core Earnings Improvement

•

 Controlling Noninterest Expense

 Significant Source, page 8

 Staff Comment No. 9: Please provide us with
a copy of the MBA/STRATMOR study. Tell us whether it was prepared on your behalf.

 RESPONSE: We have furnished a copy of the
MBA/STRATMOR study herewith. The Study was not prepared on the Company’s behalf but for the Mortgage Bankers’ Association, an industry group of which the Company is a member.

 Additionally, we have included at pages 6 and 134-135 of Amendment No. 2 disclosures regarding an independent third party loan review which was prepared on the Company’s behalf. A copy of that
report will be provided supplementally to the Staff.

 Pursuant to Securities Act Rule 418(b), the information provided in connection with the
Company’s response to this comment is furnished for the Staff’s review and shall not be deemed to have been filed with, deemed a part of, or incorporated in the Registration Statement. The Company hereby respectfully requests that all such
materials be returned to the Company as promptly as practicable following the effectiveness of the Registration Statement.

 Robust
Capital Position, page 9

 Staff Comment No. 10: Here and elsewhere in the filing, please eliminate the phrase “Robust
Capital Position.”

 RESPONSE: The Company has revised its filing as requested.

Staff Comment No. 11: Please revise to highlight the fact that the Bank Order requires the Bank to achieve and maintain a Tier 1 capital
ratio of at least 10.0% and a risk-based capital ratio of at least 12.0%.

 RESPONSE: The Company has revised pages 2, 6, 19, 120, and
133 of Amendment No. 2 to highlight the fact that the Bank Order requires the Bank to achieve and maintain a Tier 1 capital ratio of at least 10.0% and a risk-based capital ratio of at least 12.0% as requested. We also anticipate that, and have
added clarifying disclosures relating to the potential question whether, investors might misunderstand the distillation of a proforma disclosure regarding the effect of a capital infusion based upon March 31, 2011, financial data, in light of
the anticipated effects of the proposed accelerated asset resolution plan, or “AARP,” disclosed elsewhere in Amendment

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No. 2, and in light of the anticipated reduction in both total and average assets computed for the purposes of applicable regulatory capital requirements. Thus, stated briefly, the
disclosures related to the anticipated contribution of proceeds from the completion of this offering, as contained at pages 6, 46, 47, 133 and 134 of Amendment No. 2, should be viewed in light of the expected shrinkage in average total assets
and additional losses that may result from the implementation of the AARP and other factors.

 Forward-Looking Statements, page 13

 Staff Comment No. 12: Please move this section to somewhere after the “Risk Factors” section.

RESPONSE: The Company has revised its filing as requested.

 Staff Comment No. 13: The language in the second full paragraph on page 14 appears to be disclaiming the accuracy of industry and market data being provided and such language may confuse
investors. Please revise this section to remove any disclaimers of accuracy with respect to industry and market data.

 RESPONSE: The
Company has revised its filing as requested. The Company has included an explanatory note regarding the sources of industry and market data on page 45.

 Non-GAAP Financial Measures, page 14

 Staff Comment No. 14: Please
revise to specifically identify the non-GAAP financial measures addressing profitability, performance and asset quality which are included within the registration statement. Please ensure that each of these measures referenced is reconciled to the
most directly comparable financial measure calculated and presented in accordance with GAAP. Refer to Item 10(e)(1)(i)(B) of Regulation S-K.

 RESPONSE: We have included immediately following the Summary Selected Consolidated Financial Data, and elsewhere in the filing where non-GAAP financial measures are used, notes identifying the
relevant non-GAAP financial measures and accompanying tabular reconciliations of those measures as directed.

 Summary Selected
Historical Consolidated, Financial and Other Data, page 15

 Staff Comment No. 15: Please revise the table here and in the
“Selected Historical Consolidated Financial and Other Data” section to quantify the allowance for loan losses as a percentage of nonperforming loans for the periods indicated.

 RESPONSE: The Company has revised its filing as requested.

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 Risk Factors, page 18

 General

 Staff Comment No. 16: In order to highlight the most significant
factors 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 specifically relate to you.

 RESPONSE: The Company has revised its filing as requested.

 Adverse economic
conditions in the Pacific Northwest, page 22

 Staff Comment No. 17: Please revise to provide specific information, with
numerical data to the extent available, regarding decreased real estate values and sales and increased foreclosure, unemployment and commercial real estate vacancy rates.

 RESPONSE: The Company has revised its filing as requested. The Company respectfully directs the Staff’s attention to page 145.

 Our allowance for loan losses may provide inadequate, page 24

 Staff Comment
No. 18: Please revise to quantify the allowance for loan losses, both in dollar terms, and as a percentage of nonperforming loans, as of December 31, 2009 and 2010, respectively.

RESPONSE: The Company has revised its filing as requested.

 If we sell mortgage loans or mortgage loan servicing rights and a default occurs, page 27

 Staff Comment No. 19: Please revise to quantify as of the most recent practicable date the dollar amount of mortgage loans subject to repurchase and the amount of reserves established.

 RESPONSE: The Company has revised its disclosure on page 29 of Amendment No. 2 as requested, and has provided additional
clarifications regarding this risk factor. The Company would respectfully point out that its agreement with GNMA affords the Company a right, but not an obligation, to repurchase loans from GNMA if such loans become 90 days or more past due. Other
than for such repurchase rights, the Company’s repurchase obligations on loans originated and resold are limited to liabilities associated with breaches of representations and warranties associated with the resale of such loans. The financial
information regarding origination amounts, repurchases from January 1, 2006 through March 31, 2011, and the reserves maintained for repurchase liabilities as of March 31, 2011 should be viewed in this context.

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 Use of Proceeds, page 46

 Staff Comment No. 20: Discuss what other measures you have considered 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 operating 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.

 RESPONSE: The Company has revised its filing as requested. The disclosure is intended to inform the reader by reference to
“Business – Turnaround Plan.”

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Asset Quality and Nonperforming Assets, page 88

 Staff Comment No. 21: In regard to your troubled debt restructurings (TDRs), please tell us and revise to address the following:

•

 Provide a robust discussion of your TDR and renegotiated loan activities. Your discussion should include in tabular format 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 identifies 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 returning loans to accrual status.

 RESPONSE: The Company has revised its disclosure on pages 108 through 111 of Am