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CORRESPONDENCE

Suite 2200

1201 Third Avenue

Seattle, WA 98101-3045

Marcus J. Williams

206.757.8170 tel

206.757.7170 fax

marcwilliams@dwt.com

 July 8, 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, June 21, 2011 and July 8, 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 July 1, 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. 3 to the Registration Statement on Form S-1 of the Company (SEC File
No. 333-173980) as filed with the Commission on July 8, 2011.

 Amendment No. 2 to Registration Statement on Form S-1

 Summary

 Significant
Sources . . ., page 12

 Staff Comment No. 1: We note your response to prior comment 9 in our letter dated June 2, 2011. The
disclosure derived from the MBA / STRATMOR 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

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

RESPONSE: We have revised the Company’s disclosures at pages 11 and 141 of Amendment No. 3 to make it clear that the statements
contained in the prospectus are statements of management’s belief or judgment based upon the MBA/STATMOR study.

 Risk Factors

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

 Staff Comment No. 2: We note that you have disclosed quantified market 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-reference to such information on page 145.

 RESPONSE: We have revised the risk factor referenced above, set forth at page 22 of Amendment No. 3, to include the substance of the specific and more expansive market data referenced in the
Staff’s comment.

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

Income Tax Expense (Benefit) page 67

Staff Comment No. 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 Section 382 of the Internal Revenue Code of 1986, as amended.

 RESPONSE: Section 382 of the
Internal Revenue Code imposes certain annual limitations on net operating loss carryforwards if a corporation experiences an “ownership change” as defined for purposes of such Section. An “ownership change” is defined in Treas.
Reg. § 1.382T-1(a), which provides that “[a]n ownership change occurs with respect to a corporation if it is a loss corporation on a testing date and, immediately after the close of the testing date, the percentage of stock of the
corporation owned by one or more 5-percent shareholders has increased by more than 50 percentage points over the lowest percentage of stock of such corporation owned by such shareholders at any time during the testing period.” Specifically, an
ownership change occurs upon “[a]n issuance of loss corporation stock that affects the percentage of stock owned by a 5-percent shareholder”. Treas. Reg. § 1.382T-1(e)(1)(D). The stock issued to the public in the

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offering will create a new group that is treated as a new 5% holder for purposes of Section 382. See Treas. Reg. § 1.382T-1(e)(1)(E) (Example 5). Management currently
estimates that the shares to be issued in this offering will represent significantly more than 50% of the Company’s outstanding common stock as measured on a post-closing basis. Accordingly, the Company has determined that an ownership change
will occur upon the consummation of this offering.

 Credit Risk Management

 Appraisals, page 102

 Staff Comment No. 4: We note your response to comment 22 in
our letter dated June 2, 2011. We did not note disclosure in your document regarding several of the bullet 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;

 RESPONSE: We have clarified the disclosure previously set forth in Amendment No. 2 at pages 57-58 (now set forth at page 56 of Amendment No. 3) and at pages 101-102 of Amendment
No. 3 we have added sections describing the Company’s Impairment Policy and Nonaccrual Policy in response to this comment.

•

 Address the typical timing surrounding the recognition of a loan as nonaccrual and recording of any provision or charge-off;

 RESPONSE: We have amplified the disclosure previously set forth in Amendment No. 2 at pages
57-58 (now set forth at page 56 of Amendment No. 3) and at pages 102-103 of Amendment No. 2 (now at page 101-102 of Amendment No. 3) and have added sections describing the Company’s Nonaccrual Policy in response to this comment.

•

 Address the specific procedures performed, at each reporting period between receipt of updated appraisals, to ensure the collateral
underlying these loans has been adequately valued and the required impairments recorded; and

RESPONSE: We have supplemented the disclosure previously set forth at page 57 and page 102 of Amendment No. 2 in response to
this comment; the revised disclosures are set forth at page 56 and 100-103 of Amendment No. 3.

•

 Address how you determine the amount to charge-off.

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 RESPONSE: We have included a detailed discussion under “Impairment
Policy” at page 102 of Amendment No. 3 in response to this comment.

 Asset Quality and Nonperforming Assets, page 103

 Staff Comment No. 5: We note your disclosure on page 108 that, “concessions to borrowers that represent an insignificant
delay in performance are not designated TDRs.” Please describe the types 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 consider to be short term in nature and therefore concluded that TDR classification was not required.

 RESPONSE: We have amplified the disclosure previously set forth in Amendment No. 2 at page 108 (see page 110 of Amendment No. 3), including the addition of a section describing the
Company’s Troubled Debt Restructuring Policy at pages 101-102 of Amendment No. 3, in response to this comment.

 Staff Comment
No. 6: Please revise your next amendment to include a discussion of the trends depicted in the tables included in Note 4 to the financial statements, particularly as they relate to the development of the allowance for loan losses for loans
individually evaluated for impairment, collectively evaluated for impairment 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 allowance 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-allocations within certain loan classes that are not disclosed or discussed.

 RESPONSE: We have expanded the disclosure at pages 104-105 of Amendment No. 3 in response to this comment.

 Staff Comment No. 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 have 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 increased level of non-accrual loans and in loans classified as 90 days or more past due at March 31, 2011. Please
revise to provide the reader with sufficient information and a clear understanding of the basis for not recording any provision for loan losses during this timeframe. Please be specific and thorough in your disclosures.

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 RESPONSE: We have revised and expanded the discussion previously set forth on page 63 of
Amendment No. 2, which is intended to inform the reader of the basis for not recording a loan loss provision for the first quarter of Fiscal 2011, in response to this comment. Please see page 63 of Amendment No. 3. We also have expanded
and clarified the disclosure appearing at pages 104-105 of Amendment No. 3 as such matters pertain to improvements in asset quality. The Company would respectfully point out that the primary reasons for this determination were a reduction in
total loans coupled with an improvement in asset quality overall: classified assets improved from $363.9 million at December 31, 2010 to $298.7 million at March 31, 2011, a decrease of $65.2 million, or 17.9%. Similarly, nonperforming
assets declined over that same period from $283.7 million to $223.0 million, a decrease of $60.7 million, or 21.4%. Likewise, net charge-offs declined from $86.1 million during Fiscal 2010 to $2.1 million during the first quarter of 2011, an
annualized decrease of approximately 90.3%. Additionally, the Company experienced total loan recoveries of $4.5 million in the first quarter of 2011 versus total charge-offs of $6.6 million, which management believes further supports the
Company’s determination not to record a provision in the period.

 Business

Third Party Loan Review, page 134

Staff Comment No. 8: We note that your “Third Party Loan Review” disclosure summarizes the review performed by Unicon Financial
Services, Inc., a third party loan review consultant. Please refer to Rule 436 of Regulation C and include the written consent of Unicon.

RESPONSE: The Company has filed as Exhibit 23.3 the written consent of Unicon Financial Services, Inc., pursuant to Rule 436, in response to this
comment.

 Recapitalizing the Company

 Accelerated Asset Resolution Plan, page 135

 EXPLANATORY NOTE: The Company has
reconsidered the utilization of the proposed Accelerated Asset Resolution Plan as previously described in Amendment No. 2 in light of current capital market conditions and the anticipated negative impact to the pricing of the Company’s
common stock in the offering. Based on the advice of its underwriters the Company has determined that potential investors are unlikely to place sufficient value on the advantages of the AARP to outweigh the additional charges and costs anticipated
as a consequence of its implementation, and therefore has decided not to pursue the AARP at this time. In connection with that decision, the Company has elected to reduce the proposed maximum aggregate offering price from $210 million to $190
million. This reduction is an estimate and the specific amount of capital to be raised in the offering, as well as the amount to be contributed as capital to HomeStreet Bank, is subject to further adjustment. The change in the offering proceeds is
not

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directly proportionate to the estimated proforma impact of the adoption of the AARP, but instead reflects a combination of factors that include (i) the relatively higher credit risk and
market risk associated with an ordinary course resolution of the affected assets; (ii) relatively higher asset levels and the resulting impact on HomeStreet Bank’s regulatory capital ratios; and (iii) relatively higher levels of
classified assets and the related need to reduce HomeStreet Bank’s ratio of classified assets to Tier 1 capital plus allowance for loan losses. Although the Company has discarded the AARP as a component of its business plan, and we have
accordingly removed from Amendment No. 3 all disclosures pertaining to the AARP, we have responded to the Staff’s comments below as to disclosures contained in Amendment No. 2.

 Staff Comment No. 9: Please tell us how the Accelerated Asset Resolution Plan (“AARP”) meets the criteria for presentation as pro forma information under Rule 11-01 of Regulation S-X.

 RESPONSE: In presenting information regarding the AARP, the Company had preliminarily determined that the adoption of the AARP
would represent the consummation of an event or transaction that was, assuming the adoption of that program and the satisfaction of the conditions thereto, probable of occurring assuming, among other things, the successful completion of the
offering, for which disclosure of pro forma financial information would be material for investors. Reg. S-X Rule 11-01(a)(8). The Company acknowledges that, if the prospectus were to include pro forma information about the AARP, the Company would be
required to present the information required in Rule 11-02(b).

 Staff Comment No. 10: Please tell us how you considered ASC 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 March 31, 2011. Specifically, please tell us in 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 specific and thorough in your response.

 RESPONSE: The AARP reflected a proposed management plan to shift the Company’s
asset resolution strategy, which currently contemplates an orderly resolution of the AARP Pool assets, to a much more aggressive resolution process as described at page 136 of Amendment No. 2. ASC 820-10-35-3 provides that fair value is based
upon an orderly transaction based upon exposure of the asset to the market for a period of time to allow for ordinary and customary marketing practices involving such assets or liabilities. As noted at page 136 of Amendment No. 2, the AARP
reflected an acceleration in the expected timing and manner of the resolution of the identified assets that departs from the Company’s historical resolution process. Management thus considered the AARP as a means to sell or otherwise resolve
the AARP Pool assets at prices or values below the