SecProbe.io

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 July 15, 2025

 U.S. Securities and Exchange Commission              Via Edgar
 Division of Corporation Finance
 100 F Street, NE
 Washington, D.C. 20549
 Attn: Robert Arzonetti

 Re:

 HomeStreet, Inc.
 Registration Statement on Form S-4 (File No. 333-288528)

 Ladies and Gentlemen:

 Pursuant to the requirements of Rule 461 under the Securities Act of 1933, as amended, HomeStreet, Inc. (“ HomeStreet ”) respectfully requests that the Commission declare the Registration Statement filed on Form S-4 (File No. 333-288528) with the Commission on July 3, 2025, as amended on July
 15, 2025 (the “ Registration Statement ”), effective at 4:30 p.m., Eastern Time on July 16, 2025, or as soon thereafter as practicable.

 HomeStreet requests that the Commission notify us of the effectiveness of the Registration Statement by calling our counsel, Dylan M.
 Handelsman of Sullivan & Cromwell LLP, at (212) 558-3906.

 Sincerely,

 /s/ John Michel

 John Michel

 Chief Financial Officer of HomeStreet, Inc.

 cc:

 Mark S. Mason

 (HomeStreet, Inc.)

 Godfrey Evans
 (HomeStreet, Inc.)

 H. Rodgin Cohen
 (Sullivan & Cromwell LLP)

 Mitchell S. Eitel
 (Sullivan & Cromwell LLP)

 Mario Schollmeyer
 (Sullivan & Cromwell LLP)

 Jacob A. Kling
 (Wachtell, Lipton, Rosen & Katz)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 14, 2025

Mark K. Mason
Chief Executive Officer
HomeStreet, Inc.
601 Union, Ste. 2000
Seattle, WA 98101

 Re: HomeStreet, Inc.
 Registration Statement on Form S-4
 Filed July 3, 2025
 File No. 333-288528
Dear Mark K. Mason:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: H. Rodgin Cohen
</TEXT>
</DOCUMENT>

CORRESP
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        Sidley Austin LLP

        787 Seventh Avenue

        New York, NY 10019

        +1 212 839 5300

        +1 212 839 5599 Fax

        AMERICA
        · ASIA
        PACIFIC · EUROPE

June 10, 2019

Via EDGAR, Email and FedEx

Nicholas P. Panos

Senior Special Counsel

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

 Re: HomeStreet, Inc.

DEFA14A filing made
under cover of Schedule 14A

Filed on June 5,
2019 by HomeStreet, Inc.

File No. 001-35424

Dear Mr. Panos:

On behalf of our client,
HomeStreet, Inc. (the “Company,” “we” or “our”),
set forth below are our responses to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated June 5, 2019, with respect
to the additional definitive soliciting material on Schedule 14A filed with the Commission on May 30, 2019, File No. 001-35424
(the “Definitive Additional Materials”).

Concurrently with the
submission of this letter, we have publicly filed a DEFA14A (the “Amended Definitive Additional Materials”)
on Schedule 14A addressing Comment 3.

For your convenience,
each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references
to slide numbers and captions in our responses correspond to the presentation filed with the Definitive Additional Materials unless
otherwise specified. Capitalized terms used in this response letter, but not defined herein, have the meanings given to them in
the Definitive Additional Materials.

DEFA14A filed May
30, 2019 on Schedule 14A

 1. On a slide entitled “HomeStreet Has Made Repeated Attempts to Engage Constructively”
at page 36 of the presentation, HomeStreet states that “[a]s part of the Company’s shareholder engagement process,
it offered shareholders a meeting or telephone call to discuss shareholder questions and concerns outside of the annual meeting
cycle. As one of the largest shareholders, [Blue Lion Capital] was included in this outreach, accepted HomeStreet’s offer
and spoke with the Company.” Please provide us with the factual support for the assertion that HomeStreet initiated the contact
and sought meetings or calls with representatives of Blue Lion Capital after HomeStreet “made an offer.” Alternatively,
please revise to indicate, if true, that any engagement with Blue Lion Capital was initiated by Blue Lion and not the byproduct
or result of a formal “shareholder engagement process.”

Response:
Below please find a timeline of the correspondence between the Company and Roaring Blue Lion Capital and its affiliates (“Blue
Lion”) that is referenced in the Definitive Additional Materials:

 ● On August 27, 2018, the Company’s Lead Independent Director Donald Voss delivered a letter to
Blue Lion in response to Charles Griege’s request for additional information and a meeting with Mr. Voss. Mr. Voss closed
this letter as follows: “I believe I have answered your questions in this letter. However, if you have additional questions,
we can arrange for a follow up call consistent with our Shareholder Engagement Procedures and Practices.” A copy of
this letter is attached hereto as Appendix A.

 ● Beginning on August 27 and 28, 2018, the Company also reached out to its other significant shareholders
to offer them the same opportunity to engage with the Company.

United States Securities and Exchange Commission

Division of Corporation Finance

June 10, 2019

Page 2

 ● On September 12, 2018, Mr. Griege sent an email to the Company’s Corporate Secretary accepting
Mr. Voss’s offer for a further call with the Company consistent with the August 27, 2018 letter.

 ● On September 18, 2018, the Corporate Secretary sent an email response to Mr. Griege advising him that
the Company would arrange a call pending availability of participants.

 ● From September 28, 2018 through December 13, 2018, members of the Board held calls with a significant
number of the Company’s investors (representing more than 52% of its common stock) as part of its shareholder engagement
process.

 ● On October 17, 2018, Mr. Griege filed a Schedule 13D/A with the Commission including a letter requesting
a meeting with the full Board of Directors.

 ● On October 22, 2018, the Company sent a letter to Mr. Griege, which was filed on a Form 8-K with the
Commission that day, in which the Company advised Mr. Griege that the timing of the Company’s call with Blue Lion was still
pending scheduling in light of the Company’s ongoing shareholder engagement process. The letter also stated, in response
to his separate request for a meeting with the full Board, that the Board would address such request at its next regularly scheduled
Board meeting.

 ● The call with Blue Lion was held on October 31, 2018, squarely within the timeline for the Company’s
shareholder engagement process.

 2. On page 44 of HomeStreet’s presentation, the registrant states, “. . . [Blue Lion
Capital] tried to sneak its mistake past shareholders with an under the radar filing . . . .” Given that all filings appear
on EDGAR on equal footing, no factual basis appears to exist in support of the claim that any filing is more “under the radar”
than another filing, especially if the filing contents were also mailed to the shareholders. Please revise the assertion that Blue
Lion Capital “tried to sneak its mistake past shareholders” with a undiscoverable filing, or advise.

Response:
We acknowledge that all filings appear on EDGAR on equal footing. The Company described the TSR information in Blue Lion’s
May 24, 2019 filing as “under the radar” because Blue Lion did not acknowledge that it was replacing its initial TSR
performance table due to material errors, but rather presented the corrected (and improved) figures as additional information along
with an argument that it demonstrates the Company’s “under-performance”. A shareholder reviewing this filing
would have no indication that these figures were intended to correct and replace Blue Lion’s prior false information. Further,
the referenced filing was made after close of business on the Friday before a long weekend, a time when any EDGAR filing would
be less likely to draw media attention and when the Company would be prohibited from issuing a prompt response.

United States Securities and Exchange Commission

Division of Corporation Finance

June 10, 2019

Page 3

 3. HomeStreet contends within the presentation that “[t]he Reality” is that Roaring
Blue Lion’s “end game has always been selling the Company.” The slide excerpt offered to support the contention
has been identified as one produced on December 21, 2017. Please provide us with the support for that date, or revise to include
the correct date. Given that HomeStreet’s presentation then indicates Blue Lion suggested that HomeStreet should only be
sold “[i]f Management and the Board cannot develop and executed a multi-year plan that would create a top decile performing
bank,” it also appears HomeStreet’s characterization regarding an “end game” is insupportable. Please revise
to address this apparent contradiction in light of the contingency to which the sale option was subject, or advise.

Response:
We acknowledge the Staff’s comment and have revised the referenced disclosure in the Amended Definitive Additional Materials
accordingly.

 4. HomeStreet refers to an ineffective “initial email scan” as the explanation for
why an April 30, 2019 press release issued by HomeStreet stated that the registrant was “not aware of Dwight Capital’s
interest [in acquiring HomeStreet’s Fannie Mae DUS multifamily origination and servicing business] until their press release,
as they had not previously contacted [HomeStreet].” Please explain to us, with a view towards revised disclosure, why HomeStreet
personnel would not already have been aware of Dwight Capital’s interest and thought it had had no contact with HomeStreet
given the subsequent acknowledgement that “several intermittent email inquiries” were received from Dwight Capital
and HomeStreet “consistently responded” to such emails.

Response:
After Dwight Capital’s public letter dated April 29, 2019, Mr. Mason and his Executive Assistant each performed searches
of Mr. Mason’s emails in an attempt to locate the correspondence from Dwight Capital. These initial searches did not produce
any prior emails from Dwight Capital. The Company then reached out to Dwight Capital to ask them to provide the Company with the
dates of their prior emails. Equipped with that information, the Company’s IT personnel were able to retrieve prior emails
from Dwight Capital, which had been archived because they were sent prior to 2019 and were therefore not identified by the initial
searches performed by Mr. Mason and his executive assistant.

Mr. Mason receives
hundreds of emails each day, many of which are from unfamiliar addresses. Ordinarily, a credible counterparty would adhere to formal
communication protocols to express their interest to the Company. Ultimately, the Company discovered that Dwight Capital had sent
Mr. Mason one email in 2017 and one email in 2018, but those emails were not presented as credible offers.

*           *           *           *           *

Please direct any questions
that you may have with respect to the foregoing or any requests for supplemental information by the Staff to Kai Haakon E. Liekefett
at (212) 839-8744 or Beth E. Berg (312) 853-7443.

    Very truly yours,

    SIDLEY AUSTIN LLP

    By:
    /s/ Kai Haakon E. Liekefett

    Name:
    Kai Haakon E. Liekefett

 cc: Godfrey B. Evans

Executive Vice
President, General Counsel, Chief Administrative Officer & Corporate Secretary HomeStreet, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

    DIVISION OF
CORPORATION FINANCE

 June 5 , 201 9
Mark K. Mason
Chairman of the Board, President and  CEO
HomeStreet, Inc.
601 Union Street, S uite 2000
Seattle, WA 98101

 Re: HomeStreet , Inc.
DEFA 14A filing made under cover of Schedule 14A
Filed on May 30, 2019 by HomeStreet , Inc.
  File No.  001-35424

Dear M r. Mason ,

We have reviewed the above -captioned  filing , and have the following comment s.  Our
comment s may ask for additional information so that we may better understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comment s apply to your facts and circumstances , and/or do
not believe an amendment is appropriate, please tell us why in a written  response.

  After reviewing any amendment to the filing and any information provide d in response to
these comment s, we may have additional comments.

DEFA14A filed May 30 , 2019 on Schedule 14A

1. On a slide entitled “HomeStreet Has Made Repeated Attempts to Engage Constructively ” at
page 36 of the presentation, HomeStreet  states  that “[a]s part of the Company’s shareholder
engagement process, it offered shareholders a meeting or telephone call to discuss
shareholder questions and concerns outsi de of the annual meeting cycle.  As one of the
largest shareholders, [Blue Lion Capital] was included in this outreach, accepted
HomeStreet’s offer and spoke with the Company.”   Please provide us with the factual
support for the assertion that HomeStreet initiated the contact and sough t meetings or calls
with representatives of Blue Lion Capital after HomeStreet “made an offer. ”  Alternatively,
please revise to indicate, if true, that any engagement with Blue Lion Capital was initiated by
Blue Lion and not the byproduct or result of a formal “shareh older engagement process. ”

2. On page 44 of HomeStreet ’s presentation, the registrant  states, “. . . [Blue Lion Capi tal] tried
to sneak its mistake past shareholders with an under the radar filing . . . .”  Given  that all
filings appear on EDGAR on equal footing, no factual basis  appears to exist in support of the
claim that any filing is more “under the radar” than another filing, especially if the filing
contents  were also mailed to the shareholders.   Please revise the assertion that Blue Lion
Capital “tried to sneak its mistake past shareholders ” with a undiscoverable filing, or advise.

Mark K. Mason
HomeStreet , Inc.
June 5 , 201 9
Page 2

 3. HomeStreet contends within the presentation that “[t]he Reality ” is that Roaring Blue Lion ’s
“end game has always been sel ling the Company. ”  The slide excerpt offered to support the
contention has been identified as one produced on December 21, 2017.  Please provide us
with the support for that date, or revise to include the correct date.  Given that HomeStreet ’s
presentation then indicates  Blue Lion suggested that HomeStreet should only be sold “ [i]f
Management and the Board cannot develop  and executed a multi -year plan that would crea te
a top decile performing bank ,” it also appears HomeStreet ’s characterization regarding an
“end game ” is insupportable.  Pleas e revise to address this apparent contradiction  in light of
the contingency to which the sale option was subject , or advise.

4. HomeStreet refers to a n ineffective  “initial email scan ” as the explanation for why  an April
30, 2019  press release issued by H omeStreet  stated that the registrant was  “not aware of
Dwight Capital’s interest [in acquiring HomeStreet ’s Fannie Mae DUS multifamily
origination and servicing business ] until their press release, as they had  not previously
contacted [HomeStreet]. ”  Please explain  to us, with a view towards revised d isclosure,  why
HomeStreet  personnel would not already have been aware of Dwight Capital’s interest and
thought it had had no contact with HomeStreet  given the subsequent acknowledg ement that
“several intermittent email inquiries” were received from Dwight Capital and  HomeStreet
“consistently responded” to such ema ils.

  We r emind you that the registrant  is responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  You may contact me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Beth E. Berg, Esq.
           Kai H.E. Liekefett, Esq.

CORRESP
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filename1.htm

    Sidley
        Austin LLP

        787
        Seventh Avenue

        New
        York, NY 10019

        +1
        212 839 5300

        +1
        212 839 5599 Fax

        AMERICA
        ● ASIA PACIFIC ● EUROPE

May 28, 2019

Via EDGAR, Email and FedEx

Nicholas P. Panos

Senior Special Counsel

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Re: HomeStreet, Inc.

DEFA14A filing made
under cover of Schedule 14A

Filed on May 16,
2019 by HomeStreet, Inc.

File No. 001-35424

Dear Mr. Panos:

On behalf of our client,
HomeStreet, Inc. (the “Company” or “our”), set forth below are our responses
to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) by letter dated May 22, 2019, with respect to the additional
definitive soliciting material on Schedule 14A filed with the Commission on May 16, 2019, File No. 001-35424.

For your convenience,
each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

DEFA14A filed May
16, 2019 on Schedule 14A

1. The press release excerpt indicates that “the SEC had no objection to HomeStreet’s
filing of its definitive proxy statement” upon review of HomeStreet’s explanation of events relating to HomeStreet’s
efforts to comply with Rule 14a-13. This statement creates the implication that “the SEC” reached a legal conclusion
on the sufficiency of HomeStreet’s explanation. Please file a corrective statement that expressly indicates that the U.S.
Securities and Exchange Commission did not review HomeStreet’s explanation or its proxy statement and accordingly did not
express a view on whether or not HomeStreet complied with Rule 14a-13.

Response:
We hereby acknowledge the Staff’s comment. Today, the Company issued the following corrective statement:

“HomeStreet
hereby revises its additional definitive soliciting material on Schedule 14A filed on May 16, 2019 as follows:

‘We
believe Blue Lion continues to make false statements in an attempt to mislead shareholders via hyperbole and exaggerations. HomeStreet
instructed its transfer agent (Broadridge) on April 15, 2019 to send a notice for a May 13, 2019 record date for the annual meeting
– 20 business days before the record date. Subsequently, prior to the record date, Okapi Partners, our proxy solicitor,
discovered that Broadridge’s notice did not clearly indicate the nature of the record date. Okapi Partners immediately contacted
Broadridge to alert Broadridge of the matter and correct Broadridge’s error and sent a second round of communications to
record holders prior to the record date. HomeStreet’s counsel explained these events to the Staff (the “Staff”)
of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”). The Staff
did not object to HomeStreet’s filing of its definitive proxy statement indicating a record date of May 13, 2019 for the
annual meeting. Any filing review or action by the Staff does not constitute a finding by the Commission or the Staff that our
explanation is accurate or complete or not false or misleading, nor does it indicate that the Commission or the Staff has passed
upon the merits of or approved our explanation or expressed a view as to whether we complied with Rule 14a-13.’”

United States Securities and Exchange Commission

Division of Corporation Finance

May 28, 2019

Page 2

2. Rule 14a-13 mandates that the registrant shall conduct the inquiry required by Rule 14a- 13(a)(1) “at least 20
business days prior to the record date…” Based on the information HomeStreet has now publicly disclosed, HomeStreet
represents that the search specified under Rule 14a-13(a)(3) was only initiated within the required timeframe. Notwithstanding
HomeStreet’s characterization that it relied on its agent “in ensuring compliance,” HomeStreet ─ as distinguished
from its agent ─ is obligated to “make” the inquiry required under Rule 14a-13(a)(1). Because the inquiry required
of all persons specified under Rule 14a-13(a)(1) was not effectuated, compliance with Rule 14a-13(a)(3) was not perfected. Please
file an explanatory statement that acknowledges HomeStreet’s non-compliance.

Response:
We hereby acknowledge the Staff’s comment. Today, the Company issued the following corrective statement:

“HomeStreet
hereby revises its additional definitive soliciting material on Schedule 14A filed on May 16, 2019 as follows:

‘We
believe Blue Lion continues to make false statements in an attempt to mislead shareholders via hyperbole and exaggerations. HomeStreet
instructed its transfer agent (Broadridge) on April 15, 2019 to send a notice for a May 13, 2019 record date for the annual meeting
– 20 business days before the record date. Subsequently, prior to the record date, Okapi Partners, our proxy solicitor,
discovered that Broadridge’s notice did not clearly indicate the nature of the record date. Okapi Partners immediately contacted
Broadridge to alert Broadridge of the matter and correct Broadridge’s error and sent a second round of communications to
record holders prior to the record date. HomeStreet’s counsel explained these events to the Staff (the “Staff”)
of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”). The Staff
did not object to HomeStreet’s filing of its definitive proxy statement indicating a record date of May 13, 2019 for the
annual meeting. Any filing review or action by the Staff does not constitute a finding by the Commission or the Staff that our
explanation is accurate or complete or not false or misleading, nor does it indicate that the Commission or the Staff has passed
upon the merits of or approved our explanation or expressed a view as to whether we complied with Rule 14a-13.’”

*   	*   	*   	*   	*

United States Securities and Exchange Commission

Division of Corporation Finance

May 28, 2019

Page 3

Please direct any questions
that you may have with respect to the foregoing or any requests for supplemental information by the Staff to Kai Haakon E. Liekefett
at (212) 839-8744 or Beth E. Berg (312) 853-7443.

    Very truly yours,

    SIDLEY AUSTIN LLP

    By:
    /s/ Kai
Haakon E. Liekefett

    Name:
    Kai Haakon
E. Liekefett

 cc: Godfrey B. Evans

Executive Vice
President, General Counsel,

Chief Administrative Officer & Corporate Secretary

HomeStreet, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

    DIVISION OF
CORPORATION FINANCE

 May 22, 201 9
Mark K. Mason
Chairman of the Board, President and  CEO
HomeStreet, Inc.
601 Union Street, S uite 2000
Seattle, WA 98101

 Re: HomeStreet , Inc.
DEFA 14A filing made under cover of Schedule 14A
Filed on May 1 6, 2019 by HomeStreet , Inc.
  File No.  001-35424

Dear M r. Mason ,

We have reviewed the above -captioned  filing , and have the following comment s.  Our
comment s may ask for additional information so that we may better understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comment s apply to your facts and circumstances , and/or do
not believe an amendment is appropriate, please tell us why in a written  response.

  After reviewing any amendment to the filing and any information provide d in response to
these comment s, we may have additional comments.

DEFA14A  filed May 16, 2019 on Schedule  14A

1. The press release excerpt indicates that “the SEC had no objection to HomeStreet ’s filing of
its definitive proxy statement ” upon review of HomeStreet ’s explanation of events relating to
HomeStreet ’s efforts to comply with Rule 14a -13.  This statement creates the implication that
“the SEC ” reached a legal conclusion on the sufficiency of HomeStreet ’s explanation .  Please
file a corrective statement that expressl y indicates  that the U.S. Securities and Exchange
Commission  did not review HomeStreet ’s explanation or its proxy statement  and accordingly
did not express a view on w hether or not HomeStreet complied with Rule 14a -13.

2. Rule 14a -13 mandat es that the registrant shall conduct the inquiry required by Rule 14a -
13(a)(1) “ at least 20 business days  prior to the record date …”  Based on the information
HomeStreet  has now publicly disclosed , HomeStreet represents that the search specifi ed
under Rule 14a -13(a)(3)  was only initiated within the required timeframe .  Notwithstanding
HomeStreet ’s characterization that it relied on its agent “in ensuring compliance ,”
HomeStreet ─ as dist inguished from its agent ─ is obligated to “make ” the inquiry required
under Rule 14a -13(a)(1).  Because the inquiry  required of all persons specified under Rule
14a-13(a)(1) was not  effectuated , compliance with Rule 14a -13(a)(3) was not perfected.
Please file a n explanatory  statement that acknowledges HomeStreet ’s non -compliance .

Mark K. Mason
HomeStreet , Inc.
May 22, 201 9
Page 2

  While the staff in the Division of Corporation Finance will not undertake any further
examination of HomeStreet ’s non -complia nce with Rule 14a -13 at this time, we reserve the right
to make further inquiry into this matter and make any recom mendations o r referrals deemed
appropriate.

  We remind you that the registrant  is responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  You may contact me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Beth E. Berg, Esq.
           Kai H.E. Liekefett, Esq.

CORRESP
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filename1.htm

        Sidley Austin
        LLP

        787 Seventh
        Avenue

        New York,
        NY 10019

        +1 212 839
        5300

        +1 212 839
        5599 Fax

        AMERICA
        · ASIA PACIFIC · EUROPE

May
14, 2019

Via
EDGAR, Email and FedEx

Nicholas
P. Panos

Senior
Special Counsel

Office
of Mergers and Acquisitions

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    HomeStreet,
    Inc.

    PRER14A
        preliminary proxy statement filing made on Schedule 14A

        Filed
        on May 10, 2019, by HomeStreet, Inc.

        File
        No. 001-35424

Dear
Mr. Panos:

On
behalf of our client, HomeStreet, Inc. (the “Company”), set forth below is our response to the comment
received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) by letter dated May 13, 2019, with respect to the amended preliminary
proxy statement on Schedule 14A filed with the Commission on May 10, 2019, File No. 001-35424 (the “Amended Preliminary
Proxy Statement”).

For
your convenience, the response is prefaced by the exact text of the Staff’s comment in bold, italicized text. All references
to page numbers and captions in our response correspond to the Amended Preliminary Proxy Statement unless otherwise specified.
Capitalized terms used in this response letter, but not defined herein, have the meanings given to them in the Amended Preliminary
Proxy Statement.

Schedule
14A

    1.
    The placeholder
    included for purposes of disclosing the record date continues to be blank. Rule 14a-13, by its terms, mandates that the registrant
    shall conduct the inquiry required by Rule 14a-13(a)(1) “at least 20 business days prior to the record date of the meeting
    of security holders.” Please advise us how HomeStreet complied with, or intends to comply with, Rule 14a-13(a)(3).

    Response:
    On April 15, 2019, the Company instructed its transfer agent, Broadridge Financial Solutions, Inc. (“Broadridge”),
    to set a record date of May 13, 2019 in connection with the 2019 Annual Meeting and to notify each record holder of the Company’s
    common stock in accordance with Rule 14a-13(a)(1).  As such, this notice was distributed 20 business days in advance
    of the record date of the 2019 Annual Meeting in accordance with Rule 14a-13(a)(3).  Attached hereto as Exhibit
    A, please find correspondence between the Company and Broadridge confirming that a broker search was started on April
    15, 2019 for a record date of May 13, 2019. However, we also note that subsequently, the Company’s proxy solicitor,
    Okapi Partners LLC (“Okapi”), discovered that Broadridge’s notice to record holders had not
    indicated the nature of the record date—namely, that the May 13, 2019 record date was for the 2019 Annual Meeting. Okapi
    immediately corrected the error with Broadridge and, in an abundance of caution, Okapi sent a second set of broker search
    notices to the Company’s record holders. The Company believes that it acted reasonably in relying on Broadridge in ensuring
    compliance with Rule 14a-13(a)(3) and, particularly in light of the subsequent notice delivered by Okapi clarifying the nature
    of the record date, that no nominee holders have been prejudiced, that all nominee holders have been made fully aware that
    May 13, 2019 has been set as the record date for the 2019 Annual Meeting and that all record holder accounts have been adequately
    captured and known for purposes of mailing definitive proxy materials. We also confirm that the May 13, 2019 record date will
    be disclosed in the definitive proxy materials for the 2019 Annual Meeting.

*          *          *          *          *

United States Securities and Exchange Commission

Division of Corporation Finance

May 14, 2019

Page 2

Please
direct any questions that you may have with respect to the foregoing or any requests for supplemental information by the Staff
to Kai Haakon E. Liekefett at (212) 839-8744 or Beth E. Berg (312) 853-7443.

    Very truly
    yours,

    SIDLEY
    AUSTIN LLP

    By:
    /s/
    Kai Haakon E. Liekefett

    Name:
    Kai
    Haakon E. Liekefett

    cc:
    Godfrey B. Evans

    Executive Vice President,
    General Counsel,

    Chief Administrative Officer & Corporate Secretary

    HomeStreet, Inc.

United States Securities and Exchange Commission

Division of Corporation Finance

May 14, 2019

Page 3

Exhibit A

Email Correspondence between Broadridge
and the Company on Tuesday, May 14, 2019

From:
<                           @broadridge.com>

Sent: Tuesday, May 14, 2019 1:23 PM

To: Lauree Seko <Lauree.Seko@homestreet.com>

Subject: Broker Search

Hi Lauree,

I can confirm that we conducted a broker search with a record date
of 5/13/2019.

The search was started on 4/15/2019.

Let me know if you have any additional questions.

Thanks,

                    |
Relationship Manager, BCIS | Broadridge Financial Solutions, Inc.

51 Mercedes Way | Edgewood, NY 11717 | USA | p

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

    DIVISION OF
CORPORATION FINANCE

 May 13, 201 9

Mark K. Mason
Chairman of the Board, President and
Chief Executive Officer
HomeStreet, Inc.
601 Union Street, S uite 2000
Seattle, WA 98101

 Re: HomeStreet , Inc.
PRE R14A preliminary proxy statement filing made on Schedule 14A
Filed on May 10 , 2019 by HomeStreet , Inc.
  File No.  001-35424

Dear M r. Mason ,

We have reviewed the above -captioned  filing , and have the following comment .  Our
comment  may ask for additional information so that we may better understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comment  applies to your  facts and circumstances , and/or do
not believe an amendment is appropriate, please tell us why in a written  response.

  After reviewing any amendment to the filing and any information provide d in response to th is
comment , we may have additional commen ts.

Schedule 14A

1. The placeholder included for purposes of disc losing the  record date continues to be blank.
Rule 14a -13, by its terms, mandat es that the registrant shall conduct the inquiry required by
Rule 14a -13(a)(1) “at least 20 business days prior to the record date of the meeting of
security holders .”  Please advise us how HomeStreet  complied with , or intends to comply
with, Rule 14a -13(a)(3) .

 We remind you that the registrant  is responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  You may contact me at (202) 551 -3266 with any questions.

Mark K. Mason
HomeStreet , Inc.
May 13, 201 9
Page 2

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Beth E. Berg, Esq.
           Kai H.E. Liekefett, Esq.

CORRESP
1
filename1.htm

    Sidley
                                         Austin LLP

        787
        Seventh Avenue

        New
        York, NY 10019

        +1
        212 839 5300

        +1
        212 839 5599 Fax

        AMERICA
        · ASIA PACIFIC · EUROPE

May 10, 2019

Via EDGAR, Email and FedEx

Nicholas P. Panos

Senior Special Counsel

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Re: HomeStreet, Inc.

  PREC14A preliminary
proxy statement filing made on Schedule 14A

Filed on May 3, 2019
by HomeStreet, Inc.

File No. 001-35424

Dear Mr. Panos:

On behalf of our client,
HomeStreet, Inc. (the “Company,” “we” or “our”),
set forth below are our responses to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated May 7, 2019, with respect
to the Preliminary Proxy Statement on Schedule 14A filed with the Commission on May 3, 2019, File No. 001-35424 (the “Preliminary
Proxy Statement”).

Concurrently with the
submission of this letter, we have publicly filed an amended Preliminary Proxy Statement (the “Amended Preliminary
Proxy Statement”) on Schedule 14A.

For your convenience,
each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references
to page numbers and captions in our responses correspond to the Amended Preliminary Proxy Statement unless otherwise specified.
Capitalized terms used in this response letter, but not defined herein, have the meanings given to them in the Amended Preliminary
Proxy Statement.

Schedule 14A

 1. Rule 14a-6(d) and Item 1(b) of Schedule 14A together require that the approximate date upon
which the proxy statement will be mailed to shareholders be placed on the first page of the proxy statement as defined under Rule
14a-1(g). At present, an attempt to include this date appears to have been made in the shareholder letter and Notice, which documents
are outside the scope of the cited definition of proxy statement and otherwise not part of Rule 14a-101.

Response:
In response to the Staff’s comment, we have revised page i of the Amended Preliminary Proxy Statement to provide the requested
disclosure. We note that we have left a bracket for the date on which the definitive proxy statement will be released to security
holders, as this date has not yet been determined. We confirm that we will include the actual date upon which the proxy statement
will be mailed to shareholders in the definitive proxy statement, in accordance with Item 1(b) of Schedule 14A.

United States Securities and Exchange
Commission

Division of Corporation Finance

May 10, 2019

Page 2

How do I vote?, page 6

 2. Please advise us of the legal basis upon which the registrant has relied to conclude that brokers may be eligible to
vote shares on Proposal 3 in the absence of instructions timely transmitted by beneficial owners. Alternatively, please revise
to remove the implication that “broker non-votes” will still exist on Proposal 3. See Item 21(b) of Schedule 14A.

Response:
In response to the Staff’s comment, we have revised page 6 of the Amended Preliminary Proxy Statement to remove the implication
that “broker non-votes” will exist on Proposal 3, assuming that brokers receive competing proxy materials in connection
with the Company’s 2019 annual meeting of shareholders.

 3. Please advise us of the legal basis upon which the registrant has relied to conclude that banks and nominees other than
brokers are unable to use discretionary authority to vote on non-routine matters. Please also advise us how a vote from a non-broker
could still be considered a “broker non-vote” within the meaning of Item 21 of Schedule 14A.

Response:
In response to the Staff’s comment, we have revised page 6  of the Amended Preliminary Proxy Statement to remove
references that banks or nominees other than brokers will be (i) unable to use discretionary authority to vote on non-routine
matters and (ii) able to cast broker non-votes.

Proposal 1 –
Election of Directors, page 16

 4. In light of the requirement under Item 5(b)(1)(iii) of Schedule 14A to state whether or not any of the participants have
been the subject of criminal convictions within the last ten years, please provide us with a written reply on behalf of each participant
in response to this line item notwithstanding the fact that a negative response need not be disclosed in the proxy statement filed
under cover of Schedule 14A.

Response:
On behalf of each participant to the Company’s solicitation, below please find a written reply as to whether or not such
participant has been the subject of criminal convictions within the last ten years:

    Participant
    Reply

    Scott M. Boggs
    I have not been the subject of criminal convictions within the last ten years

    Sandra A. Cavanaugh
    I have not been the subject of criminal convictions within the last ten years

    David A. Ederer
    I have not been the subject of criminal convictions within the last ten years

    Godfrey B. Evans
    I have not been the subject of criminal convictions within the last ten years

    Victor H. Indiek
    I have not been the subject of criminal convictions within the last ten years

    Thomas E. King
    I have not been the subject of criminal convictions within the last ten years

    George “Judd” Kirk
    I have not been the subject of criminal convictions within the last ten years

    Mark K. Mason
    I have not been the subject of criminal convictions within the last ten years

    Mark R. Patterson
    I have not been the subject of criminal convictions within the last ten years

    Mark R. Ruh
    I have not been the subject of criminal convictions within the last ten years

    Douglas I. Smith
    I have not been the subject of criminal convictions within the last ten years

    Donald R. Voss
    I have not been the subject of criminal convictions within the last ten years

United States Securities and Exchange
Commission

Division of Corporation Finance

May 10, 2019

Page 3

 5. Please confirm, and consider disclosing, if true, that each person nominated for election as a director has agreed to
be named in the proxy statement and to serve if elected. Refer to Rule 14a-4(d)(1).

Response:
In response to the Staff’s comment, we have revised page 17 of the Amended Preliminary Proxy Statement to provide the requested
disclosure. We also confirm that each person nominated for election as a director by the Company has agreed to be named in the
Company’s proxy statement and to serve if elected.

Proposal 2 –
Advisory (Non-Binding) Vote on Executive Compensation, page 65

 6. Please advise us, with a view toward revised disclosure, why the frequency of shareholder advisory votes on executive
compensation, and the expected date of the next such vote, appear not to have been disclosed. See Item 24 of Schedule 14A.

Response:
In response to the Staff’s comment, we have revised page 65 of the Amended Preliminary Proxy Statement to provide the requested
disclosure.

Proposal 5 –
Approval of an Amendment to the Articles [ ] to Declassify the Board [ ], page 69

 7. Given that Item 19 requires the registrant to disclose “the general effect of such amendment,” and Instruction
2 thereto references anti-takeover and similar proposals, please disclose the general effect such an amendment could have in the
takeover context, of advise.

Response:
In response to the Staff’s comment, we have revised page 69 of the Amended Preliminary Proxy Statement to provide the requested
disclosure.

Shareholder
Proposals, page 72

 8. To the extent the three stockholder proposals are regulated under Item 18 of Schedule 14A, titled “Matters not
required to be submitted,” please revise to expressly state what board action, if any, is intended to be taken in the event
of a negative vote by security holders. Note also that the right of a security holder to vote on a matter is determined by a source
of legal authority other than the federal securities laws.

Response:
In response to the Staff’s comment, we have revised page 72 of the Amended Preliminary Proxy Statement to provide the requested
disclosure. We also note that the Blue Lion Parties have indicated in their preliminary proxy statement dated May 10, 2019, that
they no longer intend to present a shareholder proposal related to the declassification of the Board (Proposal 9 in the Preliminary
Proxy Statement), and we have therefore removed this proposal from the Amended Preliminary Proxy Statement and the attached proxy
card.

Costs of Solicitation,
page 77

 9. Given the generic reference to “aggregate expenses” as well as the expected quantification of the proxy solicitor’s
fee, advise us how the registrant has complied with its obligation to disclose all costs in furtherance of the solicitation as
required under Item 4(b) of Schedule 14A. Alternatively, please revise this section to provide the information requested in the
context of a contested election of directors. Refer also to Instruction 1 to Item 4, which seeks disclosure of all costs incidental
to the solicitation above what the registrant normally expends. Please also advise us why “regular” should be viewed
as a class of employee.

Response:
In response to the Staff’s comment, we have revised page  77 of the Amended Preliminary Proxy Statement to provide a
more detailed disclosure of costs in furtherance of the solicitation and to describe the class or classes of regular
employees that may solicit security holders.

United States Securities
and Exchange Commission

Division of Corporation Finance

May 10, 2019

Page 4

Form of Proxy

 10. The form of proxy is not part of the proxy statement. See Rule 14a-1(g)(for a definition of the term “proxy statement”)
and Rule 14a-101(for Schedule 14A and an itemization of information required in the proxy statement). Disclosures made in the narrative
of the proxy statement therefore will not satisfy disclosure obligations with respect to the presentation of information on form
of proxy. Please revise the form of proxy to expressly state whether each matter upon which security holders are being asked to
vote has been proposed by the registrant. See Rule 14a-4(a)(3) of Regulation 14A.

Response:
In response to the Staff’s comment, we have revised the proxy card filed with the Amended Preliminary Proxy Statement to
provide the requested disclosure.

*	*	*	*	*

Please direct any
questions that you may have with respect to the foregoing or any requests for supplemental information by the Staff to Kai Haakon
E. Liekefett at (212) 839-8744 or Beth E. Berg (312) 853-7443.

    Very truly yours,

    SIDLEY AUSTIN
LLP

    By:
    /s/ Kai Haakon E. Liekefett

    Name:
    Kai Haakon
E. Liekefett

 cc: Godfrey B. Evans

    Executive Vice
President, General Counsel,

Chief Administrative Officer & Corporate Secretary

HomeStreet, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

      DIVISION OF
CORPORATION FINANCE
 May 8 , 201 9

Charles W. Griege, Jr.
Roaring Blue Lion Capital Management, L.P.
8115 Preston Road, Suite 550
Dallas, TX 75225 -6307

 Re: HomeStreet, Inc.
PREC 14A filed by  Roaring Blue Lion Capital Management , L.P.,  et al.
Filed May 7 , 2019
  File No.  001-35424

Dear Mr. Griege :

We have reviewed the above -captioned filing, and have the following comments.  Some
of our comments may ask for additional information so we may be tter understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comments apply to your facts and circumstances and/or
do not believe an amendment is appropriate, please tel l us why in a written response.

  After reviewing any amendment to the filing and /or any information provided in response
to these comments, we  may have additional comments.

Schedule 14A

1. Please confirm that the “Excluded  Company  Nominee s” have yet to be determined, and when
the identity of the individual s are known, that the brackets will be removed and replaced with
the name s of director candidate s.

2. Please a dvise us, with a view toward revised disclosure, how the participants have complied
with or intend to comply with Rule 14a -4(d)(4)(ii) .

3. Please rev ise the statement on page 3 regarding the potential use of  discretionary authority so
that it conforms to the standards codified at Rule 14a -4(c)(3) given that the meeting date does
not appear to have been scheduled as of yet and matters may still become known in advance.

4. As reflected in Item 7 of Schedule 14A, a registrant, as defined in Rule 14a -1, may have a
nomination procedure that it administers and interprets.  The disclosure in the proxy
statement acknowledges that shareholders of HomeStreet still have a right to nominate
directors.   Please provide us wi th the factual foundation to support the assertion that the
“Board has used the corporate machinery to try to impede  our rights as shareholders .”  Refer

Charles W. Griege, Jr.
May 8, 2019
Page 2

 to Note b. of Rule 14a -9.  Alternatively, please remove the implication that the registrant has
attempted to preven t the lawful exercise of any of the suggested shareholder rights.

Proposal 1  | Election of Directors, page 9

5. Please provide us with a brief legal analysis in support of the representation that the proxy
holders will be authorized to vote  for substitute nominees, if needed, given the participants ’
earlier characterization of the nominating process and procedures.  Please spec ifically
address whether or not any timeframe  memorialized in any advance noti ce bylaw is required
to be satisfied and has been or will be satisfied.

Proposal 5 | Declassify the Board, page 16

6. Given that Item 19 requires the registrant to disclose “the general effect of such amendment,”
and Instruction 2 thereto references anti -takeover and similar proposals, please disclose the
general effect such an amendment , if approved,  could have in the takeover context, of advise.

What are “broker non -votes” and what effect do they have on the Proposals? , page 22

7. Please advise us of the lega l basis upon which the participants  have relied to conclude that
brokers may be eligible to vote shares in the absence of instructions timely transmitted by
beneficial owners.  Alternatively, please revise to remove the implication that “broker non-
votes” will still exist .  See Item 21(b) of Schedule 14A.

8. Please advise us of the le gal basis upon which the particip ants have relied to conclude that
banks and nominees other than brokers are unable to use discretionary authority to vote on
non-routine matters.  Please also advise us how a vote from a non -broker could still be
considered a “broker non -vote” within the meaning of Item 21 of Schedule 14A.

Where can I find additio nal information concerning HomeStreet? , page 23

9. Please revise to more explicitly refer to the specific line items within Schedule 14A that the
participants have seemingly sought to satisfy by referencing HomeStreet ’s proxy statement in
reliance upon Rule 14a -5(c).   At present, the disclosure  only states that “[s]uch disclosure
includes ”, thereby implying that the participants are relying upon other of the registrant ’s
disclosures  in order to satisfy th eir disclosure obligations within Schedule 14A.

*  * *

Charles W. Griege, Jr.
May 8, 2019
Page 3

 We remind you that the filing persons  are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any re view, comments, action or absence of action by the staff.

  You may contact  me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions

cc:  Ele Klein, Esq.

CORRESP
1
filename1.htm

    Sidley
                           Austin LLP

787
Seventh Avenue

New
York, NY 10019

+1
212 839 5300

+1
212 839 5599 Fax

AMERICA •
ASIA PACIFIC •
EUROPE

Via EDGAR, Email and FedEx

May 23, 2018

Daniel F. Duchovny

Special Counsel

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

 Re: HomeStreet, Inc.

Additional Definitive Soliciting Material filed by
HomeStreet, Inc.

Filed May 14, 2018

File No. 1-35424

Dear Mr.
Duchovny:

On behalf of our
client, HomeStreet, Inc. (the “Company,” “we,” “us”
or “our”), set forth below are responses to comments received from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated May 15, 2018, with respect to the additional definitive soliciting material, File No. 1-35424 filed with the Commission
on May 14, 2018 (the “DEFA14A”).

For your convenience,
each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

Exhibit 1

 1. We note the disclosure on slides 4 through 6. Please provide us with the legal basis for
your conclusion that HomeStreet “properly” disclosed information about all loans, with a focus on federal securities
law requirements.

Response:

Under Regulation O
of the Federal Reserve Board (12 C.F.R. §215), each member bank is required to include with its quarterly report of condition
a report of all extensions of credit made by the bank to its executive officers since the date of the previous report of condition
(12 C.F.R. §215.10). Furthermore, upon receipt of a request from a member of the public, a member bank must disclose the names
of its executive officers and principal shareholders who, along with their related interests, received extensions of credit, either
from the member bank or from all correspondent banks of the member bank, that in the aggregate equaled or exceeded 5% of the member
bank’s capital and unimpaired surplus or $500,000, whichever is less (12 C.F.R. §215.11). The Company has complied with
all such disclosure requirements under Regulation O.

    Sidley
                                         Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley
                                         Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

United States Securities and Exchange Commission

Division of Corporation Finance

May 23, 2018

Page 2

From January 1, 2017
through the date on which the Company filed its most recent definitive proxy statement (the “Definitive Proxy Statement”)
with the Commission, the Company did not make any loans to any director or officer of the Company, any beneficial owner of more
than five percent of Company common stock or any immediate family member (as defined in Instruction 1(a)(iii) to Item 404(a) of
Regulation S-K) of any director or executive officer of the Company or any beneficial owner of more than five percent of Company
common stock other than (a) loans that are disclosed in the Definitive Proxy Statement and (b) loans that need not be disclosed
pursuant to Instruction 4(c) to Item 404(a) of Regulation S-K. With respect to the loans that are disclosed in the Definitive Proxy
Statement, the Company provided all information required under Item 404(a) with respect to 2017. Please see pages 79-80 of the
Definitive Proxy Statement, copies of which are attached hereto as Exhibit A.

However, in reviewing
the loan disclosure in connection with responding to the Staff’s comment, the Company determined that footnote 2 to the table
on page 80 should have been updated beyond December 31, 2017. Specifically, with respect to Mr. Balke’s loan, which was sold
to a government sponsored entity in January 2018 and for which prepaid interest of $533.28 was paid at closing, all of which has
been disclosed, the proxy statement states, “No additional principal or interest payments were due or paid prior to December
31, 2017.” This statement should be updated to state, “No additional principal or interest payments were due or paid
prior to the sale of the loan in January 2018.” Since that time, as disclosed in the proxy statement, the Company has continued
to service the loan and has received servicing fees therefor from the government sponsored entity, which are de minimis.
In any event, the servicing fees paid by the government sponsored entity are not information required to be disclosed under Item
404(a)(5).

 2. Please provide us with support for the assertion on slide 7 that Mr. Mason was “incredibly
successful” in conducting the Fidelity Federal Bank turnaround.

Response:

From
1998 to 2002, Mr. Mason was president, chief executive officer and chief lending officer for Bank Plus Corporation (“Bank
Plus”) and its wholly-owned banking subsidiary, Fidelity Federal Bank (“Fidelity Federal”),
where Mr. Mason also served as chairman of the board of directors.  Under Mr. Mason’s leadership in such capacities,
Fidelity Federal returned to profitability by the end of 2000. Additionally, Mr. Mason sold Fidelity Federal’s troubled subprime
credit card portfolio in 2000 and settled most of the lawsuits related to that portfolio. While Bank Plus shares closed as low
as $1.4375 on April 14, 2000, Mr. Mason’s turnaround efforts culminated in the sale of Bank Plus to FBOP Corp. in 2001, when
FBOP Corp. agreed to pay Bank Plus shareholders $7.25 per share in cash, representing an approximately 37% premium for Bank Plus
shares at that time.

United States Securities and Exchange Commission

Division of Corporation Finance

May 23, 2018

Page 3

Given
that Mr. Mason led Fidelity Federal to overall stability and profitability and then successfully oversaw a sale representing a
37% premium per share to Bank Plus shareholders, we believe that the characterization of Mr. Mason as “incredibly successful”
for conducting the Fidelity Federal turnaround is accurate.

*	*	*	*	*

Please direct any
questions that you may have with respect to the foregoing or any requests for supplemental information by the Staff to me at (212)
839-8744 or Beth E. Peev (312) 853-7443.

    Very truly yours,

    /s/ Kai Haakon
E. Liekefett

    Kai Haakon E.
Liekefett

Enclosures

 cc: Godfrey B. Evans

Executive Vice
President, General Counsel,

Chief Administrative Officer & Corporate Secretary

HomeStreet, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 May 15 , 2018

Kai Haakon E. Liekefett , Esq.
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019

Re: HomeStreet, Inc.
 Additional Definitive Soliciting Material filed by  HomeStreet, Inc.
Filed May 14, 2018
File No. 1 -35424

Dear Mr. Liekefett :

  We have reviewed the above -captioned filing, and have the following comment s.
In our comment s, we may ask you to provide us with information so we may better
understand the disclosure.

Exhib it 1
1. We note the disclosure on slides 4 through 6 .  Please provide us with t he legal basis
for your  conclusion that HomeStreet “properly” disclosed information about all loans,
with a focus on federal securities law requirements .
2. Please provide us with sup port for the assertion on slide 7 that Mr. Mason was
“incredibly successful” in conducting the Fidelity Federal Bank turnaround .

* * *

Please contact David Plattner, Special Counsel, at (202) 551 -8094, or me, at (202)
551-3619, if you have any questions regarding our comment s.

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 May 7 , 2018

Peter D. Fetzer, Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202 -5306

Re: HomeStreet, Inc.
 Additional Definitive Soliciting Material filed by Blue Lion Opportunity
Master Fund, L.P. et al.
Filed May 3 , 2018
File No. 1 -35424

Dear Mr. Fetzer :

 We have reviewed the above -captioned filing and have the following comments.
In some of our comments, we may ask you to provide us with information so that we may
better understand your disclosure.

Please respond to this letter by amending the filing  or by advising us when you
will provide the requested response .  If you do not believe our comment s apply to your
facts and circumstances or do not believe an amendment is appropriate, pleas e tell us why
in your response.

After reviewing your response and any amendment you may file in response to
these comments, we may have additional comments .
1. Please amend your filing to disclose  the legal basis for your con clusion that
HomeStreet was required to disclose the business relationship between Mr. Mason
and the father of Mr. Smith and the insider loans  that you describe in your filing .
Please disclose the substance of such legal basis on each slide that implicate s this
topic, including slides 16, 22,  and 23, and in subsequent filings as appropriate.
2. Please specify on slide 16 the size of the “large” loans to insiders .
3. We note your statement on slide 16 that indicates the Board is “led by Mr. Boggs.”
Please provid e the factual basis for this assertion, or revise to clarify that the
Chairman of the Board is Mr. Mason, not Mr. Boggs.
4. Slide 17 indicates that m aterial accounting weaknesses  occurred from 2013 through
2017.  In subsequent filings, you appear to acknowled ge that material accounting
weaknesses occurred in 2013 -2014 but have not occurred since.  Please amend slide
17 to clarify this and please refrain from equating material accounting weaknesses

Peter D. Fetzer, Esq .
May 7 , 2018
Page 2

 2 and significant deficiencies in future filings.
5. Please provide us with the factual basis for your assertion on slide 21 that several
members of management and the Board have “relationships with a troubled past .”
6. On slide 27, you state that the peer group “constantly changes” but do not  point out
that the peer group has not  changed for the last three years (at least according to the
chart you have  provide d on that slide).  The chart also appears to conflict with (or at
least is unrelated to) the second and third points made  on the left -hand side of the
slide.  Finally , it appears that  the peers that Blue Lion has  chose n to include are all
included in the peer group  that HomeStreet has chose n for the last three years (again,
according to the  chart  you present on the slide ).  Please revise to clarify.
7. On slide 29, under “Lack of Disclosure,” you reference “None on Gender Pay” and
“Limited on CEO Succession Plans,” suggesting that HomeStreet has failed to
comply with a disclosure requirement in omitting disclosure on these topics.  Please
revise to disclose the legal basis  for such suggestion, or remove the references.  Slide
29 also refers to “Obstructive” voting standards.  However, the standards cited appear
to be typical.  Please advise and/or revise.  Finally, slide 29 refers to a lack of proxy
access.  Please clarify whether this reference relates solely to Blue Lion’s efforts or to
other shareholders as well, and provide factual support as appropriate.
8. Please  file a revised presentation to retract the assertion on slide 38 that  “[t]he SEC
had zero issues with” Blue Li on’s Schedule 13D filings.  We do not necessarily
review , and we do no t approve , Schedule 13D filings , and a lack of SEC comment on
such filing s does not mean that we had or have “ zero issues ” with them.
9. Please provide support for the assertion on slide 45  that HomeStreet “admitted audit
committee members didn’t understand hedge accounting.”

* * *

Please contact David Plattner, Special Counsel, at (202) 551 -8094, or me, at (202)
551-3619, if you have any questions regarding our comment s.

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 April 30, 2018

Peter D. Fetzer, Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202 -5306

Re: HomeStreet, Inc.
 Additional Definitive Soliciting Material s filed by Blue Lion Opportunity
Master Fund, L.P. et al.
Filed April 26, 2018
File No. 1 -35424

Dear Mr. Fetzer :

 We have reviewed the above -captioned filing s and have the following comments.
In some of our comments, we may ask you to provide us with information so that we may
better understand your disclosure.

Please respond to this letter by amending the filing s or by advising us when you
will provide the requested response .  If you do not believe our comment s apply to your
facts and circumstances or do not believe an amendment is appropriate, pleas e tell us why
in your response.

After reviewing your response and any amendment you may file in response to
these comments, we may have additional comments .
1. Please provide us with the legal basis for your implicit conclusion that HomeStreet
was required to disclose the business relationship between Mr. Mason and the father
of Mr. Smith and the related loan that y ou describe in both filings.   To the extent you
have no clear basis, please revise the filings accordingly.
2. Two of the three charts presented in your letter to shareholders include an asterisk by
the title of the respective chart but no explanation as to t he source of the information
contained in the chart.  Please revise.

* * *

Peter D. Fetzer, Esq .
April 30, 2018
Page 2

 2 Please contact David Plattner, Special Counsel, at (202) 551 -8094, or me, at (202)
551-3619, if you have any questions regarding our comment s.

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 April 18, 2018

Peter D. Fetzer, Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202 -5306

Re: HomeStreet, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed April 13, 2018, by Blue Lion Opportunity Master Fund, L.P. et al.
File No. 1 -35424

Dear Mr. Fetzer :

  We have reviewed the above -captioned filing  and have the following comment .
Please respond to this letter by amending the filing  or by advising us when you will
provide the requested response .  If you do not believe our comment  applies to your facts
and circumstances or do not believe an amendment is appropriate, pleas e tell us why in
your response.

After reviewing any amendment to the filing and the  information you provide in
response to this comment , we may have additional comments.

Form of Proxy Card
1. Please revise the voting choices for Proposal  1 so that they  are consistent with Rule
14a-4(b)(2) .

Please contact David Plattner, Special Counsel, at (202) 551 -8094,  or me, at (202)
551-3619, if you have any questions regarding our comment .

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions

CORRESP
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    Sidley
        Austin LLP

        787
        Seventh Avenue

        New
        York, NY 10019

        +1
        212 839 5300

        +1
        212 839 5599 Fax

        AMERICA
        · ASIA
        PACIFIC · EUROPE

April 12, 2018

Via
EDGAR, Email and FedEx

Daniel
F. Duchovny

Special
Counsel

Office
of Mergers and Acquisitions

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

 Re: HomeStreet,
                                         Inc.

Preliminary
Proxy Statement on Schedule 14A filed April 3, 2018

File
No. 1-35424

Dear
Mr. Duchovny:

On
behalf of our client, HomeStreet, Inc. (the “Company,” “we,” “us”
or “our”), set forth below are our responses to comments received from the staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated April 10, 2018, with respect to the Preliminary Proxy Statement on Schedule 14A, File No. 1-35424 filed with the
Commission on April 3, 2018 (the “Preliminary Proxy Statement”).

Concurrently
with the submission of this letter, we have publicly filed an amended Preliminary Proxy Statement (the “Amended Preliminary
Proxy Statement”) on Schedule 14A. For your convenience, a copy of the Amended Preliminary Proxy Statement is enclosed
and has been marked to show changes to the Preliminary Proxy Statement.

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.
All references to page numbers in the responses correspond to the Amended Preliminary Proxy Statement unless otherwise specified.
Capitalized terms used in this response letter, but not defined herein, have the meanings given to them in the Amended Preliminary
Proxy Statement.

United States Securities and Exchange Commission

Division of Corporation Finance

April 12, 2018

Page 2

Cover
Letter

 1. We
                                         note the disclosure in the fourth paragraph. Please revise to clarify that following
                                         the Company’s receipt of BLOMF’s notice, and before the court ruling, the
                                         Board determined that the notice was deficient and informed BLOMF accordingly. Please
                                         insert a similar clarification in the relevant paragraphs on pages 6, 7, 12 and 21 of
                                         the filing.

Response:

On
April 11, 2018, Roaring Blue Lion Capital sent the Company a letter, informing the Company that it no longer intends to
solicit proxies for BLOMF’s nominees or proposals but, instead, intends to solicit votes “AGAINST” certain
Board nominees and one or more of the Company’s proposals. Roaring Blue Lion Capital filed a Schedule 13D/A on EDGAR
the same day and attached such letter as Exhibit 99.14. In light of this development, we have deleted the fourth paragraph of
the cover letter. Otherwise, we acknowledge the Staff’s comment and have revised the relevant paragraphs on pages 6,
7, 12 and 21 of the Amended Preliminary Proxy Statement accordingly.

Background
to the Solicitation, page 16

 2. We
                                         note the disclosure in the fourth paragraph on page 16. The relevance of such disclosure
                                         appears to be unclear. Please advise as to whether the extra weight given to the diversity
                                         of Board candidates played a role in the decision not to appoint Mr. Griege to the Board.

Response:

We
acknowledge the Staff’s comment and have revised the relevant paragraphs on pages 17 and 18 of the Amended Preliminary
Proxy Statement accordingly.

 3. The
                                         disclosure on page 20 refers to the Company’s responses to BLOMF’s actions
                                         of March 14 and March 21, but does not refer to the Company’s response to BLOMF’s
                                         March 13 filing of the lawsuit. Please advise.

Response:

The
Company did not issue any press release or file any Current Report on Form 8-K with respect to the filing of the lawsuit. Instead,
the Company began preparing its brief in opposition to the motion, which the Company filed with the Court on March 28, 2018. BLOMF
filed its reply brief the following day.

United States Securities and Exchange Commission

Division of Corporation Finance

April 12, 2018

Page 3

Corporate
Governance, page 29

 4. In
                                         the “Board Leadership Structure” section that begins on page 30, please tell
                                         us what consideration you have given to describing BLOMF’s proposal to separate
                                         the roles of Chairman of the Board and Chief Executive Officer.

Response:

The
Board regularly engages in robust discussion regarding whether or not to separate the roles of Chairman of the Board and the Chief
Executive Officer, and the Board may decide to separate these two roles in the future. However, the Board believes that it is
in the best interests of all shareholders for the Board to retain discretion to make such a determination based on the specific
facts and circumstances present at any given time. If adopted, BLOMF’s proposed bylaw amendment would prohibit the exercise
of such discretion as it provides, “The Chairman shall not also hold any other Executive
Officer role or title.” We note also that any future amendment to the proposed amended bylaw would require a shareholder
vote.  Furthermore, as Roaring Blue Lion Capital has now indicated that it does not intend to solicit proxies for BLOMF’s proposals
at the Annual Meeting, the Company does not believe any further disclosure is necessary, although we have included further
clarification of the Company’s current policies on pages 30 and 31 of the Amended Preliminary Proxy Statement.

*     	*	     *     	*     	*

Please
direct any questions that you may have with respect to the foregoing or any requests for supplemental information by the Staff
to Kai Haakon E. Liekefett at (212) 839-8744 or Beth E. Peev (312) 853-7443.

    Very
    truly yours,

    SIDLEY
    AUSTIN LLP

    By:
    /s/
    Kai Haakon E. Liekefett

    Name:
    Kai Haakon
    E. Liekefett

 cc: Godfrey
                                         B. Evans

Executive
Vice President, General Counsel,

Chief Administrative Officer & Corporate Secretary

HomeStreet, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 April 10 , 2018

Kai Haakon E. Liekefett , Esq.
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019

Re: HomeStreet, Inc.
 Preliminary Proxy Statement on Schedule 14A  filed April 3 , 2018
File No. 1 -35424

Dear Mr. Liekefett :

  We have reviewed the above -captioned filing, and have the following comment s.
In our comment s, we may ask you to provide us with information so we may better
understand the disclosure.

Please respond to this letter by amending the filing,  by providing the requested
information , or by advising us when you will provide the requested response .  If you do
not believe our comment s apply to your facts and circumstances or do not believe an
amendment is appropriate, pleas e tell us why in your response.

After reviewing any amendment to the filing and the  information you provide in
response to these comment s, we may have additional comments.   Please note that
capitalized terms used but not d efined herein have the meanings ascribed  to them in the
filing.

Cover Letter
1. We note the disclosure in the fourth paragraph .  Please revise to clarify that following
the Company’s receipt of BLOMF’s notice, and before the court ruling, the Board
determine d that the notice was deficient and informed BLOMF accordingly.  Please
insert a similar clarification in the relevant paragraphs on pages 6, 7, 12 and 21  of the
filing .

Background to the Solicitation, page 16
2. We note the disclosure in the fourth paragrap h on page 16.  The relevance of such
disclosure appears to be unclear.  Please advise as to whether the extra weight given
to the diversity of Board candidates played a role in the decision not to appoint
Mr. Griege  to the Board.

Kai Haakon E. Liekefett , Esq.
April 10, 2018
Page 2

 2 3. The disclosure on page 20 refers to the Company’s responses to BLOMF ’s actions of
March 14 and March 21, but does not refer to the Company’s response to BLOMF’s
March 13 filing of the lawsuit.  Please advise.

Corporate Governance, page 29
4. In the “Board Leadership Structure ” section that begins on page 30, please tell us
what consideration you have given to describing BLOMF’s  proposal  to separate the
roles of Chairman of the Board and Chief Executive Officer.

We remind you that the filing persons are responsible for the accu racy and
adequacy of the disclosures  contained within the filing,  notwithstanding any review,
comments, action or a bsence of action by the staff.

Please contact David Plattner, Special Counsel, at (202) 551 -8094, or me, at (202)
551-3619, if you have any questions regarding our comment s.

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions

CORRESP
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    Sidley
    Austin LLP

    787 Seventh
    Avenue

    New York,
    NY 10019

    +1 212 839
    5300

    +1 212 839 5599 Fax

    AMERICA  ·  ASIA
    PACIFIC  ·  EUROPE

April
3, 2018

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3628

 Re: HomeStreet,
                                         Inc.

Preliminary
Proxy Statement on Schedule 14A

Dear
Sir or Madam:

On
behalf of HomeStreet, Inc., a Washington corporation (“HomeStreet” or the “Company”), we
are transmitting for filing pursuant to Note 4 to Rule 14a-6 under the Securities Exchange Act of 1934, as amended, HomeStreet’s
preliminary proxy statement on Schedule 14A and form of proxy card (the “Proxy Material”) in respect of the
Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”). We are filing the Proxy Material
in preliminary form because HomeStreet refers in the Proxy Material to a solicitation in opposition. However, the circumstances
of our client’s proxy solicitation are arguably unusual, and thus we would like to explain them to the Securities and Exchange
Commission.

On
February 23, 2018, the Company received a purported notice from Blue Lion Opportunity Master Fund, L.P. (collectively with its
affiliates, “Blue Lion”), stating its intention to nominate two director candidates and submit three shareholder
proposals at the 2018 Annual Meeting. The Company rejected the purported notice on March 1, 2018 because it failed to comply with
the Company’s advance notice bylaw for notice of director nominations and shareholder proposals.

On
March 13, 2018, Blue Lion filed suit against the Company in the Superior Court of Washington for King County (the “Court”)
seeking a declaratory judgment that Blue Lion’s purported notice complied with the Company’s advance notice bylaw,
along with a motion for a preliminary injunction enjoining the Company from rejecting the purported notice as invalid.

 On March 30,
2018, the Court ruled in favor of the Company, affirming the Company’s position that Blue Lion failed to comply with the
Company’s advance notice bylaw for notice of director nominations and shareholder proposals. A copy of the Court’s
order denying the motion for preliminary injunction against the Company is attached hereto as Exhibit A.

Sidley
Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation
with other Sidley Austin partnerships.

United
States Securities and Exchange Commission

Division
of Corporation Finance

April
3, 2018

Page
2

Please
direct any questions that you may have to me at (212) 839-8744 or Beth E. Peev at (312) 853-7443.

    Very truly yours,

    /s/ Kai Haakon E. Liekefett

    Kai Haakon E. Liekefett

Enclosure

 cc: Godfrey
                                         B. Evans

Executive
Vice President, General Counsel,

Chief Administrative Officer & Corporate

Secretary

HomeStreet, Inc.

EXHIBIT
A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  March 5 , 2018

Via E-Mail

Peter D. Fetzer , Esq.
Foley & Lardner  LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202 -5306

Re:   HomeStreet, Inc.
Soliciting Material filed pursuant to Rule 14a -12 by Ronald K. Tanemura ,
Paul J. Miller, Jr. , Charles W. Griege, Jr. , Roaring Blue Lion, LLC ,
Roaring Blue Lion Capital Management, L.P. , BLOF II, LP , Blue
Lion Capital Master Fund, L.P. , and Blue Lion Opportunity Master
Fund, L.P.
Filed February 26, 2018
 File No. 001 -35424

Dear Mr. Fetzer :

We have reviewed the above captioned filing  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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your r esponse.

After reviewing your response and any amendment you may file in response to these
comments , we may have additional comments.

1. Each statement or assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual basis  must exist for each such opinion or belief. Support for opinions
or beliefs should be self -evident, disclosed in the proxy statement or provided to the staff
on a supplemental basis.  Accordingly, pl ease provide a basis for Mr. Griege’s statement
that “Unfortunately, numerous strategic missteps, inadequate corporate stewardship, and
poor financial performance have eroded shareholder confidence, destroyed shar eholder
value and hurt the Bank’ s ability to serve its customers ,” with particular attention to the
following phrases:  “eroded shareholder confidence ” and “hurt the  Bank’ s ability to serve
its customers .”
2. You refer to and link to “ a presentation to the HomeStreet Board (available here:
https://tinyurl.com/y8mpemcw) on December 21, 2017 .” We note that such presentation

Peter D. Fetzer, Esq.
Foley & Lardner LLP
March 5, 2018
Page 2

 was previously filed as an exhibit to a Schedule 13D/A filing on December 27, 2017.
Please re-file such presentation as soliciting material under Rule 14a-12.
* * *

We remind you that the filing persons are responsible f or the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff .

Please direct any questions to David Plattner, Special Counsel,  at (202) 551 -8094,  or me
at (202) 551 -3619 .

        Sincere ly,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions

CORRESP
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		Document

601 Union Street, Suite 2000

Seattle, WA 98101

June 20, 2017

VIA EDGAR

SECURITIES AND EXCHANGE COMMISSION

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Christopher Dunham

Dear Sirs/Mesdames:

Re:    HomeStreet, Inc.

Registration Statement on Form S-3

File No.: 333-218390

Request for Acceleration

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned registrant, HomeStreet, Inc., a Washington corporation (the “Registrant”), hereby requests that the above-referenced Registration Statement (as amended) be declared effective at 5:30 p.m., New York City time, on June 23, 2017, or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

(i)

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)

 the Registrant may not assert staff comments and 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.

Yours truly,

HOMESTREET, INC.

/s/ Donna M. Cochener

Donna M. Cochener

SVP, Deputy General Counsel, Assistant Corporate Secretary

HomeStreet, Inc.

Mail Stop 4720

June 7, 2017

Godfrey B. Evans
General Counsel
HomeStreet, Inc.
601 Union Street, Suite 2000
Seattle, WA 98101

Re: HomeStreet, Inc.
  Registration Statement on Form S-3
Filed  June 1, 2017
  File No.  333-218390

Dear Mr. Evans :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Christopher Dunham, Staff Attorney, at (202) 551 -3783  with any
questions .

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: Marcus J. Williams , Esq.

Mail Stop 4720
August  24, 2016

Godfrey B. Evans
General Counsel
HomeStreet, Inc.
601 Union Street, Suite 2000
Seattle, WA 98101

Re: HomeStreet, Inc.
  Registration Statement on Form S-4
Filed  August  19, 2016
  File No.  333-213204

Dear Mr. Godfrey :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h 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 th e filing; and

 the company may not assert staff comments and 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.

Godfrey B. Evans
HomeStreet, Inc.
August  24, 2016
Page 2

 Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact William H. Dorton, Staff Attorney,  at (202) 551 -3107  with any questions.

Sincerely,

/s/ Dietrich A. King

Dietrich A. King
Assistant Director
Office of Financial Services

cc: Marcus J. Williams
 Davis Wright Tremaine LLP

CORRESP
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		Document

August 25, 2016

Securities and Exchange Commission

100 F Street, NE
Washington, DC 20549

Attn:  Division of Corporation Finance

Re:

 HomeStreet, Inc.

Form S-4 Registration Statement

Registration No. 333-213204

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, HomeStreet, Inc., a Washington corporation (the “Company”), hereby respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that the registration statement will become effective at 5:15 p.m. Eastern Daylight Time on August 26, 2016, or as soon thereafter as practicable.

In addition, we confirm the following:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare 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 a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

HomeStreet, Inc.

/s/ Godfrey B. Evans

Godfrey B. Evans

Executive Vice President, General Counsel and Corporate Secretary

October 6, 2014

Via E -mail
Cory D. Stewart
Executive Vice President and
Chief Accounting Officer
HomeStreet, Inc.
601 Union Street, Suite 2000
Seattle, Washington 98101

Re: HomeStreet, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2013
Filed March 17, 2014
File No. 001-35424

Dear Mr. Stewart :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
Accounting Branch Chief

CORRESP
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		filename1

 Suite 2200

1201 Third Avenue

Seattle, WA 98101-3045

Marcus J. Williams

206.757.8170 tel

206.757.7170 fax

marcwilliams@dwt.com

September 29, 2014

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-4561

Attention:    Mr. Gus Rodriguez

Re:

 HomeStreet, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2013 (the “Report”)

 File No. 001-35424

On behalf of our client, HomeStreet, Inc. (the “Company”), and pursuant to the applicable provisions of the Securities Exchange Act of 1934, 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 September 16, 2014, regarding the Report. We have carefully reviewed and considered each comment contained in that letter, and would respectfully submit the proposed responses and actions as 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.

General

Staff Comment No. 1: Please provide us and revise future filings to include a complete description of your loan underwriting policies and procedures for each loan category and for each major loan type within each category, as appropriate. Also, please expand the footnotes to the financial statements to discuss the risks characteristics surrounding your receivables. Refer to ASC 310-10-50-11B (a) 2.

Attached as Annex A is a more complete description of the Registrant’s loan underwriting policies and procedures for each loan category and for each major loan type within each category. The Registrant also includes herewith a discussion of the material risk characteristics pertaining to its receivables. In future quarterly reports on Form 10-Q and annual reports on Form 10-K, and subject to further review and input

Securities and Exchange Commission

Page 2

from the Staff, the Registrant will include a more complete discussion of loan underwriting policies and procedures in the Credit Risk Management section of the Company’s Management’s Discussion and Analysis and an expanded discussion of the risk characteristics of our receivables in the footnotes to its financial statements similar to the attached.

Staff Comment No. 2: You classify dividends received from your banking subsidiary of $19,600 in 2013 as cash flows from financing activities. Please tell us why you classified these cash inflows to the parent company as financing cash flows as opposed to operating cash flows. Please refer to ASC 230-10-45-16(b) for specific guidance on how to classify dividends received on a statement of cash flows.

Upon further review the Registrant acknowledges that the parent company condensed cash flows disclosure included in Note 21 to the financial statements of the Annual Report on Form 10-K for the year ended December 31, 2013 did not accurately classify the dividends received from our banking subsidiary within the Parent Company Condensed Statement of Cash Flows for the subject periods. While the nature of this parent company condensed cash flows was transparently disclosed in a separate condensed cash flows line item as Dividend from banking subsidiary, such was inaccurately classified within cash flows from financing activities instead of within the net cash used in operating activities.  However, with the separate condensed cash flows line item, we believe the information disclosed provided the users with sufficient information to evaluate the nature of the parent company’s cash flows and meets the standards’ objectives of providing relevant information about the cash receipts and cash payments of an entity during the period. This information appears only in the notes to the Registrant’s financial statements filed with the Report, and is not addressed in the Liquidity and Capital Management section of Management’s Discussion and Analysis. The Registrant has concluded that this error is not material, and because the parent company condensed statement of cash flows is an annual disclosure item, the Registrant respectfully submits that corrective disclosure of this immaterial misstatement be made in the Registrant’s notes to the financial statements for the fiscal year ending December 31, 2014. In addition, the Registrant evaluated the related control deficiency and concluded that such did not represent a material weakness in the design and operating effectiveness of its internal controls over financial reporting and disclosure controls and procedures. The Registrant respectfully offers as Annex B disclosure that the Registrant would, subject to the Staff’s review, expect to include with its Annual Report on Form 10-K for the period ended December 31, 2014. The Registrant respectfully submits that the additional information set forth on Annex B transparently discloses the correction of the error, nature of the error and the effect on the related parent company condensed statements of cash flow line items.

The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to such filings; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Securities and Exchange Commission

Page 3

Thank you for providing the Company with the opportunity to respond to your comments. Please do not hesitate to contact Marcus J. Williams at (206) 757-8170 if you have any questions or concerns, or if you would like to discuss the substance of this letter or the documents referred to herein.

Very truly yours,

Davis Wright Tremaine LLP

/s/ Marcus J. Williams

Marcus J. Williams

Securities and Exchange Commission

Page 4

ANNEX A

The excerpt below is our current disclosure on loan underwriting policies and procedures, found on page 94 of the Credit Risk Management section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013:

Our underwriting standards for single family and home equity loans require evaluating and understanding a borrower’s credit, collateral and ability to repay the loan. Credit is determined based on how well a borrower manages their current and prior debts, documented by a credit report that provides credit scores and the borrower’s current and past information about their credit history. Collateral is based on the type and use of property, occupancy and market value, largely determined by property appraisals. A borrower's ability to repay the loan is based on several factors, including employment, income, current debt, assets and level of equity in the property. We also consider loan-to-property value and debt-to-income ratios, loan amount and lien position in assessing whether to originate a loan. Single family and home equity borrowers are particularly susceptible to downturns in economic trends that negatively affect housing prices and demand and levels of unemployment.

For commercial, multifamily and construction lending, we consider the same factors with regard to the borrower and the guarantors. In addition, we evaluate liquidity, net worth, leverage, other outstanding indebtedness of the borrower, an analysis of cash expected to flow through the borrower (including the outflow to other lenders) and prior experience with the borrower. We use this information to assess financial capacity, profitability and experience. Ultimate repayment of these loans is sensitive to interest rate changes, general economic conditions, liquidity and availability of long-term financing.

Below is a more complete description of the Company's underwriting policies and procedures to be included in the Company's future filings:

Our underwriting standards for single family and home equity loans require evaluating and understanding a borrower’s credit, collateral and ability to repay the loan. Credit is determined based on how well a borrower manages their current and prior debts, documented by a credit report that provides credit scores and the borrower’s current and past information about their credit history. Collateral is based on the type and use of property, occupancy and market value, largely determined by property appraisals. A borrower's ability to repay the loan is based on several factors, including employment, income, current debt, assets and level of equity in the property. We also consider loan-to-property value and debt-to-income ratios, loan amount and lien position in assessing whether to originate a loan. Single family and home equity borrowers are particularly susceptible to downturns in economic trends that negatively affect housing prices and demand and levels of unemployment.

For commercial, multifamily and construction loans, we consider the same factors with regard to the borrower and the guarantors. In addition, we evaluate liquidity, net worth, leverage, other outstanding indebtedness of the borrower, an analysis of cash expected to flow through the borrower (including the outflow to other lenders) and prior experience with the borrower. We use this information to assess financial capacity, profitability and experience. Ultimate repayment of these loans is sensitive to interest rate changes, general economic conditions, liquidity and availability of long-term financing.

Additional considerations for commercial permanent loans secured by real estate:

Our underwriting standards for commercial  permanent loans generally require that the loan-to-value ratio for these loans not exceed 75% of appraised value or discounted cash flow value, as appropriate, and that commercial properties attain debt coverage ratios (net operating income divided by annual debt servicing) of 1.25 or better.

Our underwriting standards for multifamily residential permanent loans generally require that the loan-to-value ratio for these loans not exceed 80% of appraised value, cost, or discounted cash flow value, as appropriate, and that multifamily residential properties attain debt coverage ratios of 1.2 or better. However, underwriting standards can be influenced by competition and other factors. We endeavor to maintain the highest practical underwriting standards while balancing the need to remain competitive in our lending practices.

Securities and Exchange Commission

Page 5

Additional considerations for commercial construction loans secured by real estate:

We originate a variety of real estate construction loans. Underwriting guidelines for these loans vary by loan type but include loan-to-value limits, term limits, loan advance limits and pre-leasing requirements, as applicable.

Our underwriting guidelines for commercial real estate construction loans generally require that the loan-to-value ratio not exceed 75% and stabilized debt coverage ratios of 1.25 or better.

Our underwriting guidelines for multifamily residential construction loans generally require that the loan-to-value ratio not exceed 80% and stabilized debt coverage ratios of 1.2 or better.

Our underwriting guidelines for single family residential construction loans to builders generally require that the loan-to-value ratio not exceed 85%.

As noted above, underwriting standards can be influenced by competition and other factors. However, we endeavor to maintain the highest practical underwriting standards while balancing the need to remain competitive in our lending practices.

The excerpt below is our current disclosure on risk characteristics surrounding our receivables, found in Note 6 Loans and Credit Quality of the Company’s Annual Report on Form 10-K at and for the year ended December 31, 2013:

Credit Quality Indicators

Management regularly reviews loans in the portfolio to assess credit quality indicators and to determine appropriate loan classification and grading in accordance with applicable bank regulations. The Company’s internal AQR grading scale is comprised of 10 grades. Each individual loan is given an internal risk rating scale from 1 through 10. A brief description of these grades is as follows:

•

 Pass. We have five pass classification grades which represent a level of credit quality that ranges from no well-defined deficiency or weakness to some noted weakness, however the risk of default on any loan classified as pass is expected to be remote.

•

 Watch. A loan graded as watch has a remote risk of default, but is exhibiting deficiency or weakness that requires monitoring by management.

•

 Special Mention. A special mention loan does not currently expose us to a sufficient degree of risk to warrant an adverse classification, but does possess a correctable deficiency or potential weakness deserving management’s close attention.

•

 Substandard. A substandard loan is inadequately protected by the current secured worth and paying capacity of the borrower or of collateral pledged on the loan, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt, such as a high probability of payment default and are characterized by the distinct possibility that the institution will sustain some loss if deficiencies are not corrected.

•

 Doubtful. A loan classified as doubtful has all of the weaknesses inherent in those classified substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable or

Securities and Exchange Commission

Page 6

improbable. Doubtful is considered to be a temporary classification until resolution of pending weaknesses enables us to more fully evaluate the potential for loss.

•

 Loss. That portion of a loan classified as loss is considered uncollectible and of so little value that its characterization as an asset is not warranted. A loss classification does not mean that an asset has absolutely no recovery or salvage value, but rather it is not reasonable to defer charging off all or that portion of the asset deemed uncollectible even though partial recovery may occur in the future.

Below is a more complete description of the Company's risk characteristics surrounding our receivables to be included in the Company's future filings:

Credit Quality Indicators

Management regularly reviews loans in the portfolio to assess credit quality indicators and to determine appropriate loan classification and grading in accordance with applicable bank regulations. The Company's risk rating methodology assigns risk ratings ranging from 1 to 10, where a higher rating represents higher risk. The Company differentiates its lending portfolios into homogeneous loans and non-homogeneous loans. The 10 risk rating categories can be generally described by the following groupings for non-homogeneous loans:

Pass. We have five pass risk ratings which represent a level of credit quality that ranges from no well-defined deficiency or weakness to some noted weakness, however the risk of default on any loan classified as pass is expected to be remote. The five pass risk ratings are described below:

Minimal Risk. A minimal risk loan, risk rated 1-Exceptional, is to a borrower of the highest quality. The borrower has an unquestioned ability to produce consistent profits and service all obligations and can absorb severe market disturbances with little or no difficulty.

Low Risk. A low risk loan, risk rated 2-Superior, is similar in characteristics to a minimal risk loan. Balance sheet and operations are slightly more prone to fluctuations within the business cycle; however, debt capacity

September 16 , 2014

Via E -mail
Cory D. Stewart
Execut ive Vice President and
Chief Accounting Officer
HomeStreet, Inc.
601 Union Street, Suite 2000
Seattle, Washington 98101

Re: HomeStreet, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2013
Filed March 17, 2014
File No. 001-35424

Dear Mr. Stewart :

We have reviewed your filing an d 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o 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 filing and the information you provide in
response to these  comments, we may have  additional comment s.

Genera l

1. Please provide us and revise future filings to include a complete description of your
loan underwriting policies and procedures for each loan category and for each major
loan type within each category, as appropriate.  Also, please expand  the footnotes to
the financial statements to discuss the risks characteristics  surrounding your
receivables.  Refer to ASC 310 -10-50-11B (a) 2 .

Cory D. Stewart
HomeStreet, Inc.
September 16 , 2014
Page 2

Item 8. Financial Statements and Supplementary Data

Financial Statements

Note 21- Parent Company  Financial Statements

Consoli dated Statements of Cash Flows, page 174

2. You classify dividends received from your banking subsidiary of $19,600 in 2013 as
cash flows from financing activities.  Please tell us why you classified these cash
inflows to the parent company as financing cash  flows as opposed to operating cash
flows.  Please refer to ASC  230-10-45-16(b) for specific guidance on how to classify
dividends received on a statement of cash flows.

We urge all persons who are responsible for the accuracy and adequacy of the disclos ure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclos ure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any pr oceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Chris Harley  at (202) 551 -3695  or me at (202) 551 -3752  if you have
questions regarding comments on the financial statements and related matte rs.

Sincerely,

 /s/ Gus Rodriguez

            Gus Rodriguez
Accounting Branch Chief

CORRESP
1
filename1.htm

ACCELERATION REQUEST

 February 10, 2012

 Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

 Attn: Division of
Corporation Finance

Re:
HomeStreet, Inc.

Form S-1 Registration Statement

Registration No. 333-173980

 Ladies and
Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, HomeStreet, Inc., a
Washington corporation (the “Company”), hereby respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that the registration statement will become effective at 2:15 p.m. Eastern
Standard Time on February 10, 2012, or as soon thereafter as practicable.

 In addition, we confirm the following:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare 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 comments of the Commission or the staff and this action as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

HomeStreet, Inc.

/S/ Godfrey Evans

 Godfrey Evans, Executive Vice President, General Counsel, Chief Administrative Officer and

Corporate Secretary

CORRESP
1
filename1.htm

Letter to SEC

 February 10, 2012

 Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

 Attn: Division of
Corporation Finance

Re:
HomeStreet, Inc.

Form S-1 Registration Statement

 Registration No. 333-173980

 Ladies and Gentlemen:

With respect to the issuance of shares pursuant to the above-referenced Registration Statement, as amended, we hereby confirm that none of the shares to
be issued in the offering are being purchased by the underwriter or any affiliate of the underwriter for their own account.

HomeStreet, Inc.

/s/ Godfrey Evans

Godfrey Evans, Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary

HomeStreet, Inc.

HOME OFFICE

OFFICE 206-623-3050

DWT 17800736v7 0090522-000003

2000 Two Union Square

TOLL-FREE 800-654-1075

601 Union Street

www.homestreet.com

Seattle, WA 98101

CORRESP
1
filename1.htm

Accleration Withdrawal Request

 February 10, 2011

 VIA FACSIMILE AND EDGAR

 U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

 Attn: Division of Corporation Finance

Re:
HomeStreet, Inc.

Form S-1 Registration Statement

Registration No. 333-173980

 Dear
Sir/Madam:

 Reference is made to the acceleration request letter (the “Request”) filed by HomeStreet, Inc. (the
“Company”) on February 8, 2012 with the Securities and Exchange Commission with respect to the acceleration of the effective date of the above-referenced Registration Statement on Form S-1. The Company hereby withdraws the Request and
expects to file a new acceleration request in the future with a future requested effective date for the Registration Statement.

Respectfully yours,

HOMESTREET, INC.

/s/ Godfrey Evans

By:

Godfrey Evans

Title:

Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary

CORRESP
1
filename1.htm

Acceleration Request

 February 10, 2012

 Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

 Attn: Division of
Corporation Finance

Re:
HomeStreet, Inc.

Form S-1 Registration Statement

Registration No. 333-173980

 Ladies and
Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, HomeStreet, Inc., a
Washington corporation (the “Company”), hereby respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that the registration statement will become effective at 2:15 p.m. Eastern
Standard Time on February 10, 2012, or as soon thereafter as practicable.

 In addition, we confirm the following:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare 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 a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

HomeStreet, Inc.

/S/ Godfrey Evans

 Godfrey Evans, Executive Vice President, General Counsel, Chief Administrative Officer and

Corporate Secretary

CORRESP
1
filename1.htm

Underwriter's Acceleration Request

 February 10, 2012

 United States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Division of
Corporation Finance

Re:

Homestreet, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-173980

 Dear Sir or Madam:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned hereby join in the request of the Company that the effective date of the
Registration Statement be accelerated so that the Registration Statement may become effective at 2:15 p.m., Washington, D.C. time, on February 10, 2012, or as soon thereafter as practicable.

[The rest of this page left intentionally blank.]

Sincerely,

 FBR CAPITAL MARKETS & CO.

 As Representative of the Underwriters,

By:

FBR Capital Markets & Co.

 /s/ Paul Dellisola

Name:

Paul Dellisola

Title:

Senior Managing Director

 February 10, 2012

 United States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Division of
Corporation Finance

Re:
Homestreet, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-173980

 Dear Sir or
Madam:

 The following information with respect to the distribution of the preliminary prospectus dated February 7, 2012 is furnished
pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act of 1933, as amended, in connection with the request for acceleration of the effective date of the aforementioned Registration Statement.

The number of preliminary prospectuses dated February 7, 2012 as distributed between February 7, 2012 and February 10, 2012 is as follows:

Number of prospective underwriters to whom the preliminary prospectus was furnished:

1

Approximate number of preliminary prospectuses so distributed:

407

 [The rest of this page left
intentionally blank.]

Sincerely,

 FBR CAPITAL MARKETS & CO.

 As Representative of the Underwriters,

By:

FBR Capital Markets & Co.

 /s/ Paul Dellisola

Name:

Paul Dellisola

Title:

Senior Managing Director

 February 10, 2012

 United States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Division of
Corporation Finance

 Re:              Homestreet, Inc. (the
“Company”)

                    Registration Statement on Form
S-1

                     File
No. 333-173980

 Dear Sir or Madam:

 In connection with the Preliminary Prospectus distribution for the above-mentioned issue, the prospective underwriters have confirmed that they are complying with the 48-Hour requirement as promulgated by
Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [The rest of this page left intentionally blank.]

Sincerely,

 FBR CAPITAL MARKETS & CO.

 As Representative of the Underwriters,

By:

FBR Capital Markets & Co.

 /s/ Paul Dellisola

Name:

Paul Dellisola

Title:

Senior Managing Director

CORRESP
1
filename1.htm

Correspondence

 February 8, 2012

 Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

 Attn: Division of
Corporation Finance

Re:
HomeStreet, Inc.

Form S-1 Registration Statement

Registration No. 333-173980

 Dear
Sir/Madam:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, HomeStreet, Inc., a
Washington corporation (the “Company”), hereby requests that the effective date of the above-captioned registration statement be accelerated so that the registration statement will become effective at 4:00 p.m. Eastern Standard Time on
February 9, 2012, or as soon thereafter as practicable.

 In addition, we confirm the following:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare 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 staff comments and 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.

 HomeStreet, Inc.

 /S/ Godfrey Evans

Godfrey Evans, Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary

CORRESP
1
filename1.htm

Correspondence

 February 8, 2012

 United States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Division of
Corporation Finance

Re:

Homestreet, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-173980

 Dear Sir or Madam:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned hereby join in the request of the Company that the effective date of the
Registration Statement be accelerated so that the Registration Statement may become effective at 4:00 p.m., Washington, D.C. time, on February 9, 2012, or as soon thereafter as practicable.

[The rest of this page left intentionally blank.]

Sincerely,

 FBR CAPITAL MARKETS & CO.

 As Representative of the Underwriters,

By:

FBR Capital Markets & Co.

 /s/ Paul Dellisola

Name:

Paul Dellisola

Title:

Senior Managing Director

 February 8, 2012

 United States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Division of
Corporation Finance

Re:
Homestreet, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-173980

 Dear Sir or
Madam:

 The following information with respect to the distribution of the preliminary prospectus dated November 3, 2011 is furnished
pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act of 1933, as amended, in connection with the request for acceleration of the effective date of the aforementioned Registration Statement.

The number of preliminary prospectuses dated February 7, 2012 as distributed between February 7, 2012 and February 9, 2012 is as follows:

Number of prospective underwriters to whom the preliminary prospectus was furnished:

1

Approximate number of preliminary prospectuses so distributed:

407

 [The rest of this page left
intentionally blank.]

Sincerely,

 FBR CAPITAL MARKETS & CO.

 As Representative of the Underwriters,

By:

FBR Capital Markets & Co.

 /s/ Paul Dellisola

Name:

Paul Dellisola

Title:

Senior Managing Director

 February 8, 2012

 United States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Division of
Corporation Finance

 Re:              Homestreet, Inc. (the
“Company”)

                    Registration Statement on Form
S-1

                     File
No. 333-173980

 Dear Sir or Madam:

 In connection with the Preliminary Prospectus distribution for the above-mentioned issue, the prospective underwriters have confirmed that they are complying with the 48-Hour requirement as promulgated by
Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [The rest of this page left intentionally blank.]

Sincerely,

 FBR CAPITAL MARKETS & CO.

 As Representative of the Underwriters,

By:

FBR Capital Markets & Co.

 /s/ Paul Dellisola

Name:

Paul Dellisola

Title:

Senior Managing Director

CORRESP
1
filename1.htm

Correspondence

 December 7, 2011

 Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

 Attn: Division of
Corporation Finance

Re:
HomeStreet, Inc.

 Form S-1
Registration Statement

 Registration No. 333-173980

 Dear Sir/Madam:

 HomeStreet, Inc., a Washington corporation, hereby withdraws its previous
requests dated December 5, 2011 and December 7, 2011 that the effective date of the above-captioned registration statement be accelerated.

HomeStreet, Inc.

 /s/ Darrell van Amen

Darrell van Amen, Senior Vice President and Treasurer

CORRESP
1
filename1.htm

Correspondence

 December 7, 2011

 Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

 Attn: Division of
Corporation Finance

Re:
HomeStreet, Inc.

 Form S-1
Registration Statement

 Registration No. 333-173980

 Dear Sir/Madam:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities
Act of 1933, as amended, HomeStreet, Inc., a Washington corporation (the “Company”), hereby requests that the effective date of the above-captioned registration statement be accelerated so that the registration statement will become
effective at 4:00 p.m. Eastern Standard Time on December 7, 2011, or as soon thereafter as practicable.

 In addition, we confirm the
following:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare 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 staff comments and 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.

HomeStreet, Inc.

/s/ Darrell van Amen

Darrell van Amen, Senior Vice President and Treasurer

CORRESP
1
filename1.htm

Correspondence

 December 5, 2011

 Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

 Attn: Division of
Corporation Finance

Re:
HomeStreet, Inc.

 Form S-1
Registration Statement

 Registration No. 333-173980

 Dear Sir/Madam:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities
Act of 1933, as amended, HomeStreet, Inc., a Washington corporation (the “Company”), hereby requests that the effective date of the above-captioned registration statement be accelerated so that the registration statement will become
effective at 4:00 p.m. Eastern Standard Time on December 7, 2011, or as soon thereafter as practicable.

 In addition, we confirm the
following:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare 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 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.

HomeStreet, Inc.

/s/ Darrell van Amen

Darrell van Amen, Senior Vice President and Treasurer

CORRESP
1
filename1.htm

Correspondence

 December 5, 2011

 United States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Division of
Corporation Finance

Re:
Homestreet, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-173980

 Dear Sir or
Madam:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned hereby join in
the request of the Company that the effective date of the Registration Statement be accelerated so that the Registration Statement may become effective at 4:00 p.m., Washington, D.C. time, on December 7, 2011, or as soon thereafter as
practicable.

 [The rest of this page left
intentionally blank.]

 Sincerely,

FBR CAPITAL MARKETS & CO.

 As
Representative of the Underwriters,

By:

FBR Capital Markets & Co.

            /s/ Paul Dellisola

Name:

Paul Dellisola

Title:

Senior Managing Director

 December 5, 2011

 United States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Division of
Corporation Finance

Re:
Homestreet, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-173980

 Dear Sir or
Madam:

 The following information with respect to the distribution of the preliminary prospectus dated November 3, 2011 is furnished
pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act of 1933, as amended, in connection with the request for acceleration of the effective date of the aforementioned Registration Statement.

The number of preliminary prospectuses dated November 3, 2011 as distributed between November 23, 2011 and December 5, 2011 is as follows:

 Number of prospective underwriters to whom the preliminary prospectus was furnished:

1

 Approximate number of preliminary prospectuses so distributed:

1,349

 [The rest of this page left
intentionally blank.]

 Sincerely,

FBR CAPITAL MARKETS & CO.

 As
Representative of the Underwriters,

By:

FBR Capital Markets & Co.

            /s/ Paul Dellisola

Name:

Paul Dellisola

Title:

Senior Managing Director

 December 5, 2011

 United States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Division of
Corporation Finance

Re:
Homestreet, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-173980

 Dear Sir or
Madam:

 In connection with the Preliminary Prospectus distribution for the above-mentioned issue, the prospective underwriters have confirmed
that they are complying with the 48-Hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [The rest of this page left intentionally blank.]

 Sincerely,

FBR CAPITAL MARKETS & CO.

 As
Representative of the Underwriters,

By:

FBR Capital Markets & Co.

            /s/ Paul Dellisola

Name:

Paul Dellisola

Title:

Senior Managing Director

CORRESP
1
filename1.htm

Correspondence

 Suite 2200

 1201 Third Avenue

Seattle, WA 98101-3045

 Marcus J. Williams

 206.757.8170 tel

 206.757.7170 fax

marcwilliams@dwt.com

 August 9, 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 20,
2011, July 8, 2011, July 25, 2011 and August 9, 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 August 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.

 Amendment No. 4 to Registration Statement on Form S-1

 Underwriting

 Directed
Share Program, page 224

 Staff Comment No. 1: We note that the underwriters have reserved approximately ten percent of the shares
for sale directly to certain of your officers, directors, employees and shareholders, or their affiliates. Please consider adding a risk factor to disclose the risk to your shareholders of the subsequent increase in shares in the market at the
expiration of the lock-up period.

 Securities and Exchange Commission

 Page 2

 RESPONSE: The Company has considered and discussed this comment with its advisors. We would
respectfully submit that the shares to be issued in the directed share program, other than an immaterial number of shares to be issued to executive officers, directors and existing shareholders, will not be subject to lockup or market standoff
restrictions, and accordingly we believe such a disclosure would be inappropriate in this circumstance.

 Exhibits

Staff Comment No. 2. Please file any outstanding exhibits with your next amendment. They are subject to the staff’s review and we will need
time to conduct that review.

 RESPONSE: The Company has filed all outstanding exhibits simultaneously herewith on Amendment
No. 5 to the Registration Statement on Form S-1 with the exception of Exhibit 5.1, which we will file prior to effectiveness. A form of that exhibit has been provided previously to the Commission for its review.

The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Thank you for providing the Company with the opportunity to respond to your comments. Please do not
hesitate to contact Marcus J. Williams at (206) 757-8170 if you have any questions or concerns, or if you would like to discuss the substance of this letter or the documents referred to herein.

Very truly yours,

 Davis Wright Tremaine LLP

 /s/ Marcus J. Williams

 Marcus J.
Williams

cc:
Mark K. Mason

 Godfrey B. Evans

 John C. Grosvenor

 Matthew S. O’Laughlin

August 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. 4 to Registrati on Statement on Form S-1
Filed July 26, 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. 4 to Registration Statement on Form S-1

 Underwriting

 Directed Share Program, page 224

 1. We note that the underwriters ha ve reserved approximately te n percent of the shares for
sale directly to certain of your officers, di rectors, employees and shareholders, or their
affiliates.  Please consider adding a risk factor to disclose the risk to your shareholders of
the subsequent increase in shares in the mark et at the expiration of the lock-up period.

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

 Exhibits

 2.  Please file any outstanding exhi bits with your next amendment.   They are subject to the
staff’s review and we will need  time to conduct that review.
  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/ Todd K. Schiffman
        Todd K. Schiffman
Assistant Director
cc: Mr. Marcus J. Williams
Davis Wright Tremaine LLP

CORRESP
1
filename1.htm

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 25, 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 20, 2011, July 8, 2011 and

July 25, 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 19, 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. 4 to the Registration Statement on Form S-1 of the Company
(SEC File No. 333-173980) as filed with the Commission on July 25, 2011.

 Amendment No. 3 to Registration Statement on Form
S-1

 Business

 Third
Party Loan Review, page 135

 Staff Comment No. 1: Refer to prior comment 8 of our letter dated July 1, 2011. We note that the
consent of Unicon Financial Services, Inc. filed as Exhibit 23.3 to the registration statement does not comply with Rule 436(a) of the Securities Act of 1933, as it does not

 Securities and Exchange Commission

 Page 2

expressly state that Unicon consents to the quotation or summarization of its Loan Portfolio Opinions in the registration statement. Please refile the consent with the proper representation.
Also, we note that your description of Unicon’s report identifies the report date “as of March 31, 2011”, while Unicon’s consent is regarding a report dated “April 2011.” Revise your disclosure to clarify the date
of the report, and make conforming changes to Unicon’s consent.

 RESPONSE: We have revised the Company’s disclosures
relating to the Unicon study that appeared on page 135 of Amendment 3; the revised language is on pages 137-138 of Amendment 4. We also have revised Unicon’s consent to state expressly that Unicon consents to the quotation or summarization of
its Loan Portfolio Opinions in the registration statement and refiled such consent as Exhibit 23.3 to the Registration Statement. Please note that this study has been updated by Unicon to review the Company’s position as of June 30,
2011 in a report dated July 2011 and the document has also been revised to reflect that update.

 Significant Sources of Noninterest
Income, page 141

 Staff Comment No. 2: We have reviewed your revised disclosure in response to prior comment 1 in our letter dated
July 1, 2011 and believe that your disclosure continues to include statements attributed to the MBA / STRATMOR study. We also understand that you paid MBA / STRATMOR a fee for the study data and that the data is not publicly available to
investors. To the extent you retain this study data in the prospectus, please include the written consent of MBA / STRATMOR. Please refer to Securities Act Rule 436.

 RESPONSE: We have revised the disclosure to eliminate references to this study.

 Staff
Comment No. 3: To the extent that you continue to quote data from MBA / STRATMOR’s study in your disclosure, we are unable to conclude that the study data provides meaningful information to investors given that the data is for the period
ending December 31, 2009 and the study group of peer bank and nonbank mortgage participants have not been identified. Please revise the disclosure to provide updated study data and identify the group of peer bank and nonbank mortgage
participants. Make conforming changes to the disclosure on page 11 and elsewhere in the prospectus, as applicable. Alternatively you may remove all references to this study data in the prospectus.

RESPONSE: As noted in our response to Staff Comment No. 4 above, we have removed any reliance on the study data from the prospectus. Please
see revised disclosures at pages 11 and 143 of Amendment 4.

 Exhibits

 Securities and Exchange Commission

 Page 3

 Staff Comment No. 4: Please file as exhibits the consents of each director nominee named in the
first table on page 175 of the registration statement. Refer to Rule 438 of the Securities Act of 1933.

 RESPONSE: We have filed
consents for each of the director nominees as Exhibits 23.4 through 23.7.

 The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Thank you for providing the Company with the opportunity to respond to your comments. Please do not
hesitate to contact Marcus J. Williams at (206) 757-8170 if you have any questions or concerns, or if you would like to discuss the substance of this letter or the documents referred to herein.

Very truly yours,

 Davis Wright Tremaine LLP

 /s/ Marcus J. Williams

 Marcus J.
Williams

cc:
Mark K. Mason

Godfrey B. Evans

John C. Grosvenor

Matthew S. O’Laughlin

July 19, 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. 3 to Registrati on Statement on Form S-1
Filed July 8, 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. 3 to Registration Statement on Form S-1

 Business

 Third-Party Loan Review, page 135

 1. Refer to prior comment 8 of our letter date d July 1, 2011.  We note that the consent of
Unicon Financial Services, Inc. filed as Exhi bit 23.3 to the registra tion statement does not
comply with Rule 436(a) of the Securities Ac t of 1933, as it does not expressly state that
Unicon consents to the quotation or summarization  of its Loan Portfolio Opinions in the
registration statement.  Please refile the consent with the pr oper representation.  Also, we
note that your description of Unicon’s report identifies the report date “as of March 31,
2011”, while Unicon’s consent is regarding a report dated “April 2011.”  Revise your

Mark K. Mason HomeStreet, Inc. July 19, 2011 Page 2

 disclosure to clarify the date of the repor t, and make conforming changes to Unicon’s
consent.
Significant Sources of Noni nterest Income, page 141

2. We have reviewed your revised disclosure in  response to prior comment 1 in our letter
dated July 1, 2011 and believe that your di sclosure continues to  include statements
attributed to the MBA / STRATMOR study.  We also understand that you paid MBA /
STRATMOR a fee for the study data and that  the data is not pub licly available to
investors.  To the extent you retain this st udy data in the prospectus, please include the
written consent of MBA / STRATMOR.  Pleas e refer to Securities Act Rule 436.

3. To the extent that you continue to quote data from MBA / STRATMOR’s study in your
disclosure, we are unable to conclude th at the study data provides meaningful
information to investors given that the da ta is for the period ending December 31, 2009
and the study group of peer bank and nonbank mortgage participants have not been
identified.  Please revise the disclosure to  provide updated study data and identify the
group of peer bank and nonbank mortgage partic ipants.  Make conforming changes to the
disclosure on page 11 and elsewhere in the pr ospectus, as applicable.  Alternatively you
may remove all references to this  study data in the prospectus.

Exhibits
 4. Please file as exhibits the consents of each  director nominee named in the first table on
page 175 of the registration statement.  Re fer to Rule 438 of th e Securities Act of 1933.
  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.
  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 Irvi ng 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

Mark K. Mason HomeStreet, Inc. July 19, 2011 Page 3

 contact David Lin, Staff Attorne y, at (202) 551-3552, Todd K. Schiff man, Assistant Director, at
(202) 551-3491, or the undersigned at  (202) 551-3419 with any questions.

Sincerely,
   /s/ Christian Windsor
        C h r i s t i a n  W i n d s o r          S p e c i a l  C o u n s e l

cc: Mr. Marcus J. Williams
Davis Wright Tremaine LLP

CORRESP
1
filename1.htm

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

 Securities and Exchange Commission

  Page
 2

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

 Securities and Exchange Commission

  Page
 3

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.

 Securities and Exchange Commission

  Page
 4

 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.

 Securities and Exchange Commission

  Page
 5

 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

 Securities and Exchange Commission

  Page
 6

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

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

CORRESP
1
filename1.htm

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.

 Securities and Exchange Commission

  Page
 2

 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.

 Securities and Exchange Commission

  Page
 3

 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:

 Securities and Exchange Commission

  Page
 4

•

 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

 Securities and Exchange Commission

  Page
 5

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.

 Securities and Exchange Commission

  Page
 6

 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.

 Securities and Exchange Commission

  Page
 7

 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

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