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CORRESP

 OCEANFIRST FINANCIAL CORP.

110 West Front Street

Red Bank, New Jersey 07701

(732) 240-4500

February 23, 2026

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Finance

 100 F Street, NE

Washington, D.C. 20549-3628

 Attention: Madeleine Joy
Mateo

Re:
 OceanFirst Financial Corp. (the “Company”)

Amendment No. 1 to Registration Statement on Form S-4/A (File
No. 333-293282)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-4 (File
No. 333-293282) be accelerated by the Securities and Exchange Commission to 4:00 p.m., New York time, on February 25, 2026, or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone call to Sven Mickisch of Simpson Thacher & Bartlett LLP at (212) 455-2944 and that such effectiveness also be confirmed in writing.

 [Signature Page Follows]

 Very truly yours,

OCEANFIRST FINANCIAL CORP.

By:

 /s/ Christopher Maher

Name:

Christopher Maher

Title:

President and Chief Executive Officer

CC:
 Steven Tsimbinos, OceanFirst Financial Corp.

Sven Mickisch, Simpson Thacher & Bartlett LLP

Matthew Nemeroff, Simpson Thacher & Bartlett LLP

Makala Kaupalolo, Simpson Thacher & Bartlett LLP

 [Signature Page to
Acceleration Request]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 12, 2026

Christopher D. Maher
Chief Executive Officer
OceanFirst Financial Corp.
110 West Front Street
Red Bank, NJ 07701

 Re: OceanFirst Financial Corp.
 Registration Statement on Form S-4
 Filed February 6, 2026
 File No. 333-293282
Dear Christopher D. Maher:

 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 Madeleine Joy Mateo at 202-551-3465 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Sven Mickisch, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
May 11, 2022
Michael J. Fitzpatrick
Chief Financial Officer
OceanFirst Financial Corp.
110 West Front Street
Red Bank, New Jersey 07701
Re:OceanFirst Financial Corp.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 28, 2022
File No. 001-11713
Dear Mr. Fitzpatrick:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Finance

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Document

April 27, 2022

Office of Finance

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re:  OceanFirst Financial Corp. 10-K

Dear Sir or Madam,

We acknowledge receipt of your comment letter dated April 19, 2022. A copy of the comment and our response is included below.

Comment received:

Form 10-K for the Fiscal Year Ended December 31, 2021

Item 1. Business

Non-Performing Loans and OREO, page 10

1.We note your disclosure on page 10 that “non-accrual loans (“non-performing loans”)” totaled $18,948 thousand and $36,410 thousand at December 31, 2021 and 2020, respectively. However, your table at the bottom of page 89 indicates non-accrual loans totaled $25,494 thousand and $46,863 thousand for those same periods. Please explain why these amounts differ, and reconcile them for us. In addition, please clarify any such discrepancies in your future filings.

Management response:

The Company respectfully advises that it discloses in footnote 1 on page 10 that the non-performing loans within this disclosure do not include purchased credit-deteriorated (“PCD”) loans. Non-performing PCD loans totaled $6,546 thousand and $10,453 thousand at December 31, 2021 and 2020, respectively. PCD loans, by definition, are deemed to have experienced a more-than-insignificant amount of credit deterioration since origination, at the time of acquisition. PCD loans are initially accounted for at the purchase price or acquisition date fair value.

Given the Company’s acquisition activity, the Company has excluded these amounts from this disclosure to allow the users of the financial statements to understand trends excluding the impact of PCD loans. Management believes these trends are more meaningful for the users of the financial statements due to the initial adjustment to fair value for credit deterioration at acquisition and general classification as a PCD asset.

OceanFirst Financial Corp. • 110 West Front Street • Red Bank, NJ 07701 • 1.888.623.2633 • oceanfirst.com • NASDAQ: OCFC

However, considering the comment received, management will update future filings to align the amounts disclosed in the management discussion and analysis to the total amounts presented in the footnote disclosure. An illustration using the Company’s December 31, 2021 information is as follows:

   At December 31, 2021

   (dollars in thousands)

Non-performing loans (1)

  $ 25,494

OREO  106

Non-performing assets (1)

  $ 25,600

Allowance for credit losses on loans as a percent of total loans receivable (2)

  0.57  %

Allowance for credit losses on loans as a percent of total non-performing loans (1) (2)

  191.61

Non-performing loans as a percent of total loans receivable (2)

  0.30

Non-performing assets as a percent of total assets (2)

  0.22

(1)Non-performing loans consist of all loans 90 days or more past due and other loans in the process of foreclosure. Non-performing assets consist of non-performing loans and OREO.

(2)The loans acquired from prior bank acquisitions were recorded at fair value. The net unamortized credit and PCD marks on these loans, not reflected in the allowance for loan credit losses, was $18.9 million at December 31, 2021.

Please let us know if you have any additional comments or require clarification after reviewing our response.

Very truly yours,

/s/ Michael J. Fitzpatrick

Michael J. Fitzpatrick

EVP & Chief Financial Officer

OceanFirst Financial Corp. • 110 West Front Street • Red Bank, NJ 07701 • 1.888.623.2633 • oceanfirst.com • NASDAQ: OCFC

United States securities and exchange commission logo
April 19, 2022
Michael J. Fitzpatrick
Chief Financial Officer
OceanFirst Financial Corp.
110 West Front Street
Red Bank, New Jersey 07701
Re:OceanFirst Financial Corp.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 28, 2022
File No. 001-11713
Dear Mr. Fitzpatrick:
            We have limited our review of your filing to the financial statements and related
disclosures 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 business days by providing the requested
information or advise 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 response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 1. Business
Non-Performing Loans and OREO, page 10
1.We note your disclosure on page 10 that “non-accrual loans (“non-performing loans”)”
totaled $18,948 thousand and $36,410 thousand at December 31, 2021 and 2020,
respectively.  However, your table at the bottom of page 89 indicates non-accrual loans
totaled $25,494 thousand and $46,863 thousand for those same periods.  Please explain
why these amounts differ, and reconcile them for us.  In addition, please clarify any such
discrepancies in your future filings.
            In closing, 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.

 FirstName LastNameMichael J. Fitzpatrick
 Comapany NameOceanFirst Financial Corp.
 April 19, 2022 Page 2
 FirstName LastName
Michael J. Fitzpatrick
OceanFirst Financial Corp.
April 19, 2022
Page 2
            You may contact Cara Lubit at (202) 551-5909 or Hugh West at (202) 551-3872 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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CORRESP

 OCEANFIRST FINANCIAL CORP.

110 West Front Street

Red Bank, New Jersey 07701

 VIA
EDGAR

 January 14, 2022

 Division of Corporate
Finance

 Office of Finance

 United States Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549-3628

Re:
 OceanFirst Financial Corp.

Registration Statement on Form S-4

File No. 333-261868

Filed December 23, 2021

Ladies and Gentlemen:

 The undersigned hereby requests,
pursuant to Rule 460 and Rule 461 promulgated under the Securities Act of 1933, as amended, that the above-referenced Registration Statement on Form S-4 (File
No. 333-261868) (the “Form S-4”) of OceanFirst Financial Corp. be declared effective at 4:00 p.m., New York City time, on Tuesday, January 18,
2022, or as soon as thereafter practicable. We respectfully request that we be notified of such effectiveness by a telephone call to Sven Mickisch of Skadden, Arps, Slate, Meagher & Flom LLP at (212)
735-3554 and that such effectiveness also be confirmed in writing to the addressees listed on the cover page of the Form S-4.

Very truly yours,

 OCEANFIRST FINANCIAL CORP.

By:

 /s/ Steven J. Tsimbinos

Name: Steven J. Tsimbinos

Title: Executive Vice President, General Counsel and Corporate Secretary

cc:
 Christopher D. Maher, OceanFirst Financial Corp.

Sven Mickisch, Skadden, Arps, Slate, Meagher & Flom LLP

J. Nolan McWilliams, United States Securities and Exchange Commission

United States securities and exchange commission logo
December 29, 2021
Christopher D. Maher
President and Chief Executive Officer
OceanFirst Financial Corp.
110 West Front Street
Red Bank, NJ 07701
Re:OceanFirst Financial Corp.
Registration Statement on Form S-4
Filed December 23, 2021
File No. 333-261868
Dear Mr. Maher:
            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 J. Nolan McWilliams, Attorney-Advisor, at (202) 551-3217 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Sven Mickisch, Esq.

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CORRESP

 OCEANFIRST FINANCIAL CORP.

110 West Front Street

Red Bank, New Jersey 07701

 VIA
EDGAR

 October 31, 2019

Division of Corporate Finance

 Office of Finance

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549-3628

Re:        OceanFirst Financial Corp.

             Registration Statement on Form
S-4

              File
No. 333-233909

 Ladies and Gentlemen:

The undersigned hereby requests, pursuant to Rules 460 and 461(a) promulgated under the Securities Act of 1933, as amended, that the
above-referenced Registration Statement on Form S-4 (File No. 333-233909) (the “Form S-4”) of
OceanFirst Financial Corp. be declared effective at 10:00 a.m., New York City time, on Friday, November 1, 2019. We respectfully request that we be notified of such effectiveness by a telephone call to David C. Ingles of Skadden, Arps, Slate,
Meagher & Flom LLP at (212) 735-2697 and that such effectiveness also be confirmed in writing to the addressees listed on the cover page of the Form S-4.

Very truly yours,

 OCEANFIRST FINANCIAL CORP.

By:

 /s/ Steven J. Tsimbinos

Name: Steven J. Tsimbinos

Title: Executive Vice President, General Counsel and Corporate Secretary

cc:

Christopher D. Maher, OceanFirst Financial Corp.

David C. Ingles, Skadden, Arps, Slate, Meagher & Flom LLP

Christopher Dunham, United States Securities and Exchange Commission

CORRESP
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CORRESP

 OCEANFIRST FINANCIAL CORP.

110 West Front Street

Red Bank, New Jersey 07701

 VIA EDGAR

 October 28, 2019

Division of Corporate Finance

 Office of Finance

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549-3628

Re:
 OceanFirst Financial Corp.

 Registration Statement on Form S-4

 File No. 333-233872

Ladies and Gentlemen:

 The undersigned hereby
requests, pursuant to Rules 460 and 461(a) promulgated under the Securities Act of 1933, as amended, that the above-referenced Registration Statement on Form S-4 (File
No. 333-233872) (the “Form S-4”) of OceanFirst Financial Corp. be declared effective at 4:00 p.m., New York City time, on Tuesday,
October 29, 2019. We respectfully request that we be notified of such effectiveness by a telephone call to David C. Ingles of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-2697 and that
such effectiveness also be confirmed in writing to the addressees listed on the cover page of the Form S-4.

 Very
truly yours,

 OCEANFIRST FINANCIAL CORP.

By: /s/ Steven J. Tsimbinos

      Name: Steven J. Tsimbinos

      Title: Executive Vice President, General Counsel and Corporate Secretary

cc:
 Christopher D. Maher, OceanFirst Financial Corp.

 David C. Ingles, Skadden, Arps, Slate, Meagher & Flom LLP

 Christopher Dunham, United States Securities and Exchange Commission

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 October 18, 2019

VIA EDGAR

 Christopher Dunham, Staff Attorney

 Division of Corporate Finance

 Office of Finance

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549-3628

Re:  OceanFirst Financial Corp.

        Registration Statement on Form S-4

        Filed September 20, 2019

        File No. 333-233872

Dear Mr. Dunham:

 On behalf of our client, OceanFirst Financial
Corp. (the “Company”), we are writing to respond to the comments set forth in the comment letter of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), dated October 9, 2019 (the “Comment Letter”), relating to the Company’s Registration Statement on Form S-4 filed by the Company with the
Commission on September 20, 2019 (File No. 333-233872) (the “Registration Statement”).

In connection with this response to the Comment Letter, the Company is contemporaneously filing an Amendment No. 1 to the Registration Statement (the
“Amended Registration Statement”). References herein to page numbers are to page numbers in the Amended Registration Statement being filed contemporaneously herewith. For your convenience, the numbered paragraphs of this
letter correspond to the numbered paragraphs of the Comment Letter. We have recited the comments from the Staff in bold type and have followed each comment with the response to such comment.

We are also providing supplementally to the Staff an electronic copy of the Amended Registration Statement, marked to show changes made to the Registration
Statement since the initial filing of the Registration Statement on September 20, 2019.

 Comparison of Stockholders’ Rights Forum
Selection Bylaw, page 104

1.
 We note that your forum selection provision identifies a state court located within the State of Delaware
(or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) as the exclusive forum for certain litigation, including any “derivative action.” Please revise your
prospectus to reflect the degree to which federal courts or other state courts retain jurisdiction. Please also disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there
is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors
in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

 Mr. Dunham

October 18, 2019

  Page
 2

 In response to the Staff’s comment, the Company has revised its disclosure on page 104
of the Amended Registration Statement under the heading “Comparison of Stockholders’ Rights” as follows:

“OceanFirst’s bylaws provide that unless OceanFirst consents in writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware will be, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of OceanFirst, (ii) any action asserting a claim of breach of a
fiduciary duty owed by any director, officer, stockholder, employee or agent of OceanFirst to OceanFirst or OceanFirst stockholders, (iii) any action asserting a claim against OceanFirst or any director, officer, stockholder, employee or agent
of OceanFirst arising out of or relating to any provision of the DGCL or OceanFirst’s certificate of incorporation or bylaws or (iv) any action asserting a claim against OceanFirst or any director, officer, stockholder, employee or agent
of OceanFirst governed by the internal affairs doctrine of the State of Delaware; provided, however, that, in the event the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and
exclusive forum for such action or proceeding will be another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware, in each such case, unless the Court of
Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable
party named as a defendant therein.

 To the fullest extent permitted by law, the forum selection bylaw discussed above will apply to
derivative actions or proceedings brought on behalf of OceanFirst and arising under the Securities Act or the Exchange Act, although OceanFirst stockholders cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. There is uncertainty as to whether a court would enforce such provision in connection with any such derivative action or proceeding arising under the Securities Act or the Exchange Act, and it is possible that a court could find the
forum selection bylaw to be inapplicable or unenforceable in such a case.

 OceanFirst’s bylaws also provide that OceanFirst is
entitled to equitable relief, including injunctive relief and specific performance, to enforce such forum selection bylaw.”

2.
 Additionally, if this provision applies to actions arising under the Securities Act or Exchange Act, please
also revise your prospectus to add a risk factor clearly describing the material risks for investors. Such material risks may include, but are not limited to, increased costs to bring a claim or that this provision may discourage claims or limit
investors’ ability to bring a claim in a judicial forum that they find favorable. Please make corresponding revisions to your future filings under the Exchange Act.

 Mr. Dunham

October 18, 2019

  Page
 3

 As discussed in the prior response, to the fullest extent permitted by law, the forum
selection bylaw applies to derivative actions and proceedings brought on behalf of the Company and arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
As such, the Company has added a risk factor on page 27 of the Amended Registration Statement under the heading “Risk Factors.”

General

3.
 We note your pending acquisitions of both Two River Bancorp and Country Bank Holding Company, Inc., as well
as your recent acquisition of Capital Bank of New Jersey completed on January 31, 2019. Please revise to include all pro forma financial information required by Article 11 of Regulation S-X, as well as
any additional audited financial statements required by Rule 3-05 of Regulation S-X, or tell us why you do not believe this information is required.

 Pro Forma Financial Information

Two River Bancorp on an Individual Basis

Item 5 of Form S-4 requires that a registrant furnish pro forma financial information that is required
under Article 11 of Regulation S-X. Article 11 of Regulation S-X requires the registrant to furnish pro forma financial information if a significant business combination
has occurred or becomes probable during the registrant’s most recent fiscal year or subsequent interim period for which a balance sheet is required under Item 3-01 of Regulation S-X. Under Item 11-01(b)(1) of Regulation S-X, a business combination is “significant” if the acquired business is
significant at the 20% level to the Company under at least one of the three “significance” tests set forth in Item 1-02(w) of Regulation S-X. As set forth in
the table below, Two River Bancorp (“Two River”) is not significant to the Company at the 20% level under any of the three significance tests set forth in Item 1-02(w) of Regulation S-X:

(1)

 Investment/Company Assets = $192.7
million(1)/$7.5 billion(2)

=

 Approximately 2.6%

(2)

 Two River Assets/Company Assets = $1.1
billion(3)/$7.5 billion(2)

=

 Approximately 14.7%

(3)

 Two River Pre-Tax Income/Company Pre-Tax Income = $15.2 million(3)/$85.5 million(2)

=

 Approximately 17.8%

(1)
 Represents sum of (a) the aggregate value of consideration to be paid in the Two River transaction, based
on the closing price of the Company’s common stock on the Nasdaq as of August 8, 2019 and (b) approximately $9.9 million of Two River debt (as of December 31, 2018) that will be assumed by the Company in the Two River
transaction. For transaction value, see Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on August 9, 2019. For assumed debt, see Two River’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

(2)
 $7.5 billion represents the Company’s total assets as of December 31, 2018 and
$85.5 million represents the Company’s pre-tax income for the twelve months ended December 31, 2018. See the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2018.

(3)
 $1.1 billion represents Two River’s total assets
as of December 31, 2018 and $15.2 million represents Two River’s pre-tax income for the twelve months ended December 31, 2018. See Two River’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

 Aggregation of Individually
Insignificant Acquisitions

 According to Topic 3110.3 of the Commission’s Financial Reporting Manual, “pro forma financial
statements are not required for individually insignificant businesses unless they are significant in the aggregate at over the 50% level.” The Company acknowledges that, as contemplated by the Staff’s comment, the Company’s pending
acquisition of Country Bank Holding Company, Inc. (“CYHC”) and

 Mr. Dunham

October 18, 2019

  Page
 4

the Company’s recently completed acquisition of Capital Bank of New Jersey (“Capital”) should be aggregated with the Company’s pending acquisition of Two River
to determine whether, in the aggregate, these three acquisitions are significant to the Company at the 50% level. As demonstrated in the tables below, in the aggregate, the Company’s pending acquisition of Two River, pending acquisition of CYHC
and recently completed acquisition of Capital are not significant to the Company at the 50% level.

 CYHC

(1)

 Investment/Company Assets = $119.9
million(1)/$7.5 billion(2)

=

 Approximately 1.6%

(2)

 CYHC Assets/Company Assets = $729.2
million(3)/$7.5 billion(2)

=

 Approximately 9.7%

(3)

 CYHC Pre-Tax Income/Company
Pre-Tax Income = $11.6 million(3)/$85.5 million(2)

=

 Approximately 13.6%

(1)
 Represents sum of (a) the aggregate value of consideration to be paid in the CYHC transaction, based on
the closing price of the Company’s common stock on the Nasdaq as of August 8, 2019 and (b) approximately $17.7 million of CYHC debt (as of December 31, 2018) that will be assumed by the Company in the CYHC transaction. For
consideration, see Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on August 9, 2019. Debt valuation sourced from the audited financial statements of CYHC for the fiscal year ended
December 31, 2018.

(2)
 $7.5 billion represents the Company’s total assets as of December 31, 2018 and
$85.5 million represents the Company’s pre-tax income for the twelve months ended December 31, 2018. See the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2018.

(3)
 $729.2 million represents CYHC’s total assets as
of December 31, 2018 and $11.6 million represents CYHC’s pre-tax income for the twelve months ended December 31, 2018. Sourced from the audited financial statements of CYHC for the fiscal
year ended December 31, 2018.

 Capital

(1)

 Investment/Company Assets = $77.0
million(1)/$7.5 billion(2)

=

 Approximately 1.0%

(2)

 Capital Assets/Company Assets = $513.4
million(3)/$7.5 billion(2)

=

 Approximately 6.8%

(3)

 Capital Pre-Tax Income/Company Pre-Tax Income = $8.6 million(3)/$85.5 million(2)

=

 Approximately 10.1%

(1)
 Represents aggregate value of consideration paid in the Capital transaction. See Exhibit 99.1 to the
Company’s Current Report on Form 8-K filed on January 31, 2019.

(2)
 $7.5 billion represents the Company’s total assets as of December 31, 2018 and
$85.5 million represents the Company’s pre-tax income for the twelve months ended December 31, 2018. See the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2018.

(3)
 $513.4 million represents Capital’s total assets
as of December 31, 2018 and $8.6 million represents Capital’s pre-tax income for the twelve months ended December 31, 2018. Sourced from the audited financial statements of Capital for the
fiscal year ended December 31, 2018.

 Mr. Dunham

October 18, 2019

  Page
 5

 Two River, CYHC and Capital

in the Aggregate

 (1)

 Investment Test

Two River

CYHC

Capital

Total

 =

=

 =

 =

 Approximately 2.6%

Approximately 1.6%

Approximately 1.0%

Approximately 5.2%

 (2)

 Asset Test

Two River

CYHC

Capital

Total

 =

=

 =

 =

 Approximately 14.7%

Approximately 9.7%

Approximately 6.8%

Approximately 31.2%

 (3)

 Income Test

Two River

CYHC

Capital

Total

 =

=

 =

 =

 Approximately 17.8%

Approximately 13.6%

Approximately 10.1%

Approximately 41.5%

 Accordingly, the Company respectfully submits to the Staff that the Company is not required to include pro
forma financial information with respect to Two River individually or Two River, CYHC or Capital, in the aggregate, in the Registration Statement.

Historical Financial Statements

 In
accordance with Items 10 and 11 of Form S-4, historical financial statements and related information of the Company (a Form S-3 eligible, large accelerated filer) are
incorporated by reference in the section entitled “Where You Can Find More Information” of the proxy statement/prospectus, which forms a part of the Registration Statement. In accordance with Item 15 of Form S-4, historical financial statements and related information of Two River (a Form S-3 eligible, accelerated filer) are incorporated by reference in the section entitled
“Where You Can Find More Information” of the proxy statement/prospectus, which forms a part of the Registration Statement.

For the same reasons discussed above with respect to pro forma financial information and aggregating individually insignificant acquisitions,
the Company respectfully submits to the Staff that the historical financial information with respect to CYHC and Capital need not be included in the Registration Statement pursuant to Item 3-05(b)(2)(i) of
Regulation S-X.

 * * * * *

Should any member of the Staff of the Commission have any questions concerning the enclosed materials or desire further information or clarification in
connection therewith, such person should contact the undersigned at (212) 735-2697 or david.ingles@skadden.com.

 Very truly yours,

 /s/ David C. Ingles

 David C. Ingles

(212) 735-2697

david.ingles@skadden.com

 cc:    Christopher D. Maher, OceanFirst Financial Corp.

Steven J. Tsimbinos, OceanFirst Financial Corp.

Pamela A. Long, United States Securities and Exchange Commission

Edward C. Hogan, Stevens & Lee, P.C.

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CORRESP

 October 17, 2019

VIA EDGAR

 Christopher Dunham, Staff Attorney

Division of Corporate Finance

 Office of Finance

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549-3628

Re:
 OceanFirst Financial Corp.

Registration Statement on Form S-4

Filed September 24, 2019

File No. 333-233909

Dear Mr. Dunham:

 On behalf of our client, OceanFirst Financial
Corp. (the “Company”), we are writing to respond to comments communicated orally to us by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) on October 10, 2019 (the “Staff Comments”) regarding the Company’s registration statement on Form S-4 filed by the Company with the
Commission on September 24, 2019 (File No. 333-233909) (the “Registration Statement”), pursuant to which the Staff requested that the Company respond with respect to the
Registration Statement to the same comments that were included in the Staff’s comment letter, dated October 9, 2019 (the “Two River Comment Letter”), regarding the Company’s registration statement on Form S-4 filed by the Company with the Commission on September 20, 2019 (File No. 333-233872) (the “Two River Registration Statement”).

In connection with this response to the Staff Comments, the Company is contemporaneously filing an Amendment No. 1 to the Registration Statement (the
“Amended Registration Statement”). References herein to page numbers are to page numbers in the Amended Registration Statement being filed contemporaneously herewith. For your convenience, the numbered paragraphs of this
letter correspond to the numbered paragraphs of the Two River Comment Letter. We have recited the comments from the Staff in bold type and have followed each comment with the response to such comment.

We are also providing supplementally to the Staff an electronic copy of the Amended Registration Statement, marked to show changes made to the Registration
Statement since the initial filing of the Registration Statement on September 24, 2019.

 Comparison of Stockholders’ Rights Forum
Selection Bylaw, page 95

1.
 We note that your forum selection provision identifies a state court located within the State of Delaware
(or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) as the exclusive forum for certain litigation, including any “derivative action.” Please revise your
prospectus to reflect the degree to which federal courts or other state courts retain jurisdiction. Please also disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there
is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal

 Mr. Dunham

October 17, 2019

  Page
 2

and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any
actions arising under the Securities Act or Exchange Act.

 In response to the Staff’s comment, the Company has
revised its disclosure on page 95 of the Amended Registration Statement under the heading “Comparison of Stockholders’ Rights” as follows:

“OceanFirst’s bylaws provide that unless OceanFirst consents in writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware will be, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of OceanFirst, (ii) any action asserting a claim of breach of a
fiduciary duty owed by any director, officer, stockholder, employee or agent of OceanFirst to OceanFirst or OceanFirst stockholders, (iii) any action asserting a claim against OceanFirst or any director, officer, stockholder, employee or agent
of OceanFirst arising out of or relating to any provision of the DGCL or OceanFirst’s certificate of incorporation or bylaws or (iv) any action asserting a claim against OceanFirst or any director, officer, stockholder, employee or agent
of OceanFirst governed by the internal affairs doctrine of the State of Delaware; provided, however, that, in the event the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and
exclusive forum for such action or proceeding will be another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware, in each such case, unless the Court of
Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable
party named as a defendant therein.

 To the fullest extent permitted by law, the forum selection bylaw discussed above will apply to
derivative actions or proceedings brought on behalf of OceanFirst and arising under the Securities Act or the Exchange Act, although OceanFirst stockholders cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. There is uncertainty as to whether a court would enforce such provision in connection with any such derivative action or proceeding arising under the Securities Act or the Exchange Act, and it is possible that a court could find the
forum selection bylaw to be inapplicable or unenforceable in such a case.

 OceanFirst’s bylaws also provide that OceanFirst is
entitled to equitable relief, including injunctive relief and specific performance, to enforce such forum selection bylaw.”

2.
 Additionally, if this provision applies to actions arising under the Securities Act or Exchange Act, please
also revise your prospectus to add a risk factor clearly describing the material risks for investors. Such material risks may include, but are not limited to, increased costs to bring a claim or that this provision may discourage claims or limit
investors’ ability to bring a claim in a judicial forum that they find favorable. Please make corresponding revisions to your future filings under the Exchange Act.

 Mr. Dunham

October 17, 2019

  Page
 3

 As discussed in the prior response, to the fullest extent permitted by law, the forum
selection bylaw applies to derivative actions and proceedings brought on behalf of the Company and arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
As such, the Company has added a risk factor on page 23 of the Amended Registration Statement under the heading “Risk Factors.”

General

3.
 We note your pending acquisitions of both Two River Bancorp and Country Bank Holding Company, Inc., as well
as your recent acquisition of Capital Bank of New Jersey completed on January 31, 2019. Please revise to include all pro forma financial information required by Article 11 of Regulation S-X, as well as
any additional audited financial statements required by Rule 3-05 of Regulation S-X, or tell us why you do not believe this information is required.

 Historical Financial Statements

Country Bank Holding Company, Inc. on an Individual Basis

In accordance with Items 10 and 11 of Form S-4, financial statements and related information of the
Company (a Form S-3 eligible, large accelerated filer) are incorporated by reference in the section entitled “Where You Can Find More Information” of the proxy statement/prospectus, which
forms a part of the Registration Statement. In accordance with Item 17(b)(7)(ii) of Form S-4 and the Staff’s Telephone Interpretations under Regulation M-A,
question 2 of Section H, if (i) the company being acquired is not subject to the reporting requirements of either Section 13(a) or 15(d) of the Exchange Act, (ii) the stockholders of the registrant are not voting, (iii) the
transaction is not a roll-up transaction and (iv) the company being acquired is significant to the registrant at or below the 20% level as determined under Item
3-05(b)(2) of Regulation S-X, then no financial information (including pro forma and comparative per share information) for the company being acquired need be provided.

 Item 3-05(b)(2) of Regulation S-X refers to the three
“significance” tests set forth in Item 1-02(w) of Regulation S-X. As set forth in the table below, Country Bank Holding Company, Inc.
(“CYHC”) is not significant to the Company at the 20% level under any of the three significance tests set forth in Item 1-02(w) of Regulation
S-X:

(1)

Investment/Company Assets = $119.9 million(1)/$7.5 billion(2)

=

Approximately 1.6%

(2)

CYHC Assets/Company Assets = $729.2 million(3)/$7.5 billion(2)

=

Approximately 9.7%

(3)

CYHC Pre-Tax Income/Company Pre-Tax Income = $11.6 million(3)/$85.5 million(2)

=

Approximately 13.6%

(1)
 Represents sum of (a) the aggregate value of consideration to be paid in the CYHC transaction, based on
the closing price of the Company’s common stock on the Nasdaq as of August 8, 2019 and (b) approximately $17.7 million of CYHC debt (as of December 31, 2018) that will be assumed by the Company in the CYHC transaction. For
consideration, see Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on August 9, 2019. Debt valuation sourced from the audited financial statements of CYHC for the fiscal year ended
December 31, 2018.

(2)
 $7.5 billion represents the Company’s total assets as of December 31, 2018 and
$85.5 million represents the Company’s pre-tax income for the twelve months ended December 31, 2018. See the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2018.

(3)
 $729.2 million represents CYHC’s total assets as
of December 31, 2018 and $11.6 million represents CYHC’s pre-tax income for the twelve months ended December 31, 2018. Sourced from the audited financial statements of CYHC for the fiscal
year ended December 31, 2018.

 Mr. Dunham

October 17, 2019

  Page
 4

 The facts applicable to the Registration Statement satisfy the requirements of Item
17(b)(7)(ii) of Form S-4 as follows: (a) CYHC is not subject to the reporting requirements of either Section 13(a) or 15(d) of the Exchange Act, (b) the stockholders of the Company are not
voting to approve the first-step merger or the share issuance, (c) the first-step merger is not a roll-up transaction and (d) CYHC is not significant to the Company at the 20% level. Accordingly, the
Company respectfully submits to the Staff that, under Item 17(b)(7)(ii) of Form S-4 and the Staff’s Telephone Interpretations under Regulation M-A, question 2 of
Section H, no financial information (including pro forma and comparative per share information) for CYHC, the company being acquired, need be provided in the Registration Statement.

Aggregation of Individually Insignificant Acquisitions

The Company acknowledges that the Staff’s Telephone Interpretations under Regulation M-A, question
2 of Section H specifically contemplates that, when relying on Item 17(b)(7)(ii) of Form S-4 to omit financial information with respect to a company being acquired, the aggregate impact of individually
insignificant acquisitions must be considered. In addition, under Item 3-05(b)(2)(i) of Regulation S-X, if the aggregate impact of individually insignificant businesses
acquired since the date of the registrant’s most recent audited balance sheet exceeds the 50% level under any of the three significance tests set forth in Item 1-02(w) of Regulation S-X, then the registrant is required to furnish financial statements covering at least the substantial majority of the businesses acquired. The Company acknowledges that, as contemplated by the Staff’s comment,
the Company’s pending acquisition of Two River Bancorp (“Two River”) and the Company’s recently completed acquisition of Capital Bank of New Jersey (“Capital”) should be aggregated with the
Company’s pending acquisition of CYHC to determine whether, in the aggregate, these three acquisitions are significant to the Company at the 50% level. As demonstrated in the tables below, in the aggregate, the Company’s pending
acquisition of CYHC, pending acquisition of Two River and recently completed acquisition of Capital are not significant to the Company at the 50% level.

Two River

 (1)

Investment/Company Assets = $192.7 million(1)/$7.5 billion(2)

=

Approximately 2.6%

 (2)

Two River Assets/Company Assets = $1.1 billion(3)/$7.5 billion(2)

=

Approximately 14.7%

 (3)

Two River Pre-Tax Income/Company Pre-Tax Income = $15.2 million(3)/$85.5 million(2)

=

Approximately 17.8%

(1)
 Represents sum of (a) the aggregate value of consideration to be paid in the Two River transaction, based
on the closing price of the Company’s common stock on the Nasdaq as of August 8, 2019 and (b) approximately $9.9 million of Two River debt (as of December 31, 2018) that will be assumed by the Company in the Two River
transaction. For transaction value, see Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on August 9, 2019. For assumed debt, see Two River’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

(2)
 $7.5 billion represents the Company’s total assets as of December 31, 2018 and
$85.5 million represents the Company’s pre-tax income for the twelve months ended December 31, 2018. See the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2018.

(3)
 $1.1 billion represents Two River’s total assets
as of December 31, 2018 and $15.2 million represents Two River’s pre-tax income for the twelve months ended December 31, 2018. See Two River’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

 Mr. Dunham

October 17, 2019

  Page
 5

Capital

 (1)

Investment/Company Assets = $77.0 million(1)/$7.5 billion(2)

=

Approximately 1.0%

 (2)

Capital Assets/Company Assets = $513.4 million(3)/$7.5 billion(2)

=

Approximately 6.8%

 (3)

Capital Pre-Tax Income/Company Pre-Tax Income = $8.6 million(3)/$85.5 million(2)

=

Approximately 10.1%

(1)
 Represents aggregate value of consideration paid in the Capital transaction. See Exhibit 99.1 to the
Company’s Current Report on Form 8-K filed on January 31, 2019.

(2)
 $7.5 billion represents the Company’s total assets as of December 31, 2018 and
$85.5 million represents the Company’s pre-tax income for the twelve months ended December 31, 2018. See the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2018.

(3)
 $513.4 million represents Capital’s total assets
as of December 31, 2018 and $8.6 million represents Capital’s pre-tax income for the twelve months ended December 31, 2018. Sourced from the audited financial statements of Capital for the
fiscal year ended December 31, 2018.

 CYHC, Two River and Capital

in the Aggregate

 (1)

 Investment Test

CYHC

Two River

Capital

Total

 =

=

 =

 =

 Approximately 1.6%

Approximately 2.6%

Approximately 1.0%

Approximately 5.2%

 (2)

 Asset Test

CYHC

Two River

Capital

Total

 =

=

 =

 =

 Approximately 9.7%

Approximately 14.7%

Approximately 6.8%

Approximately 31.2%

 (3)

 Income Test

CYHC

Two River

Capital

Total

 =

=

 =

 =

 Approximately 13.6%

Approximately 17.8%

Approximately 10.1%

Approximately 41.5%

 Accordingly, the Company respectfully submits to the S

October 9, 2019
Steven J. Tsimbinos, Esq.
Executive Vice President, General Counsel and Corporate Secretary
OceanFirst Financial Corp.
110 West Front Street
Red Bank, NJ 07701
Re:OceanFirst Financial Corp.
Registration Statement on Form S-4
Filed September 20, 2019
File No. 333-233872
Dear Mr. Tsimbinos:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed September 20, 2019
Comparison of Stockholders' Rights
Forum Selection Bylaw, page 103
1.We note that your forum selection provision identifies a state court located within the
State of Delaware (or, if no state court located within the State of Delaware has
jurisdiction, the federal district court for the District of Delaware) as the exclusive forum
for certain litigation, including any “derivative action.”  Please revise your prospectus to
reflect the degree to which federal courts or other state courts retain jurisdiction.  Please
also disclose whether this provision applies to actions arising under the Securities Act or
Exchange Act.  If so, please also state that there is uncertainty as to whether a court would
enforce such provision.  If the provision applies to Securities Act claims, please also state
that investors cannot waive compliance with the federal securities laws and the rules and

 FirstName LastNameSteven J. Tsimbinos, Esq.
 Comapany NameOceanFirst Financial Corp.
 October 9, 2019 Page 2
 FirstName LastName
Steven J. Tsimbinos, Esq.
OceanFirst Financial Corp.
October 9, 2019
Page 2
regulations thereunder.  In that regard, we note that Section 22 of the Securities Act
creates concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder.
If this provision does not apply to actions arising under the Securities Act or Exchange
Act, please also ensure that the exclusive forum provision in the governing documents
states this clearly, or tell us how you will inform investors in future filings that the
provision does not apply to any actions arising under the Securities Act or Exchange Act.
2.Additionally, if this provision applies to actions arising under the Securities Act or
Exchange Act, please also revise your prospectus to add a risk factor clearly
describing the material risks for investors.  Such material risks may include, but are not
limited to, increased costs to bring a claim or that this provision may discourage claims or
limit investors’ ability to bring a claim in a judicial forum that they find favorable.  Please
make corresponding revisions to your future filings under the Exchange Act.
General
3.We note your pending acquisitions of both Two River Bancorp and Country Bank
Holding Company, Inc., as well as your recent acquisition of Capital Bank of New Jersey
completed on January 31, 2019.  Please revise to include all pro forma financial
information required by Article 11 of Regulation S-X, as well as any additional audited
financial statements required by Rule 3-05 of Regulation S-X, or tell us why you do not
believe this information is required.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Christopher Dunham, Staff Attorney, at (202) 551-3783 or Pamela A.
Long at (202) 551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       David C. Ingles, Esq.

CORRESP
1
filename1.htm

CORRESP

 OCEANFIRST FINANCIAL CORP.

110 WEST FRONT STREET

RED BANK, NEW JERSEY 07701-1139

 VIA
EDGAR

 December 13, 2018

Division of Corporate Finance

 Office of Financial Services

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549-3628

Re:
 OceanFirst Financial Corp.

 Registration Statement on Form S-4

 File No. 333-228698

Ladies and Gentlemen:

 The undersigned hereby
requests, pursuant to Rules 460 and 461(a) promulgated under the Securities Act of 1933, as amended, that the above-referenced Registration Statement on Form S-4 (File No. 333-228698) (the
“Form S-4”) of OceanFirst Financial Corp. be declared effective at 5:00 p.m., New York City time, on December 14, 2018. We respectfully request that we be notified of such
effectiveness by a telephone call to David C. Ingles of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-2697 and that such effectiveness also be confirmed in writing to the addressees listed on
the cover page of the Form S-4.

Very truly yours,

OCEANFIRST FINANCIAL CORP.

By:

 /s/ Steven J. Tsimbinos

Name: Steven J. Tsimbinos

Title: Executive Vice President, General Counsel and Corporate Secretary

cc:
 Christopher D. Maher, OceanFirst Financial Corp.

David C. Ingles, Skadden, Arps, Slate, Meagher & Flom LLP

Jessica Livingston, United States Securities and Exchange Commission

December 10, 2018
Christopher D. Maher
President and Chief Executive Officer
OceanFirst Financial Corp.
110 West Front Street
Red Bank, New Jersey 07701
Re:OceanFirst Financial Corp
Registration Statement on Form S-4
Filed December 6, 2018
File No. 333-228698
Dear Mr. Maher:
            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 Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

CORRESP
1
filename1.htm

CORRESP

 OCEANFIRST FINANCIAL CORP.

975 HOOPER AVENUE

 TOMS
RIVER, NEW JERSEY 08754-2009

 VIA EDGAR

September 19,
2017

Era Anagnosti, Legal Branch Chief

 Office of Financial Services

 United States Securities and Exchange Commission

 100 F
Street, NE

 Washington, D.C. 20549-3628

Re:
OceanFirst Financial Corp.

Registration Statement on Form S-4

File No. 333-220235

 Dear Ms. Anagnosti:

The undersigned hereby requests, pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, that the above-referenced
Registration Statement on Form S-4 (File No. 333-220235) (the “Form S-4”) of OceanFirst Financial Corp. be declared effective at 5:00 p.m.,
New York City time, on September 20, 2017. We respectfully request that we be notified of such effectiveness by a telephone call to David C. Ingles of Skadden, Arps, Slate, Meagher & Flom LLP at (212)
735-2697 and that such effectiveness also be confirmed in writing to the addressees listed on the cover page of the Form S-4.

Very truly yours,

 OCEANFIRST FINANCIAL CORP.

By:

/s/ Steven J.
Tsimbinos

 Name: Steven J. Tsimbinos

 Title:
Executive Vice President, General Counsel and Corporate Secretary

cc:
Christopher D. Maher, OceanFirst Financial Corp.

David C. Ingles, Skadden, Arps, Slate, Meagher & Flom LLP

Jessica Livingston, United States Securities and Exchange Commission

Mail Stop 4720
September 5 , 2017

Steven J. Tsimbinos
General Counsel
OceanFirst Financial Corp.
975 Hooper Avenue
Toms River, NJ  08753

Re:  OceanFirst Financial Corp.
 Registration Statement on Form S -4
Filed  August 29, 2017
File No.  333-220235

Dear M r. Tsimbinos:

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

Please refer to Rule s 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.

You may contact  Jessica Livingston , Staff Attorney,  at 202-551-3448  with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Servi ces

cc:   David C. Ingles , Esq.

CORRESP
1
filename1.htm

CORRESP

Table of Contents

 October 17, 2016

VIA EDGAR

 Era Anagnosti, Legal Branch Chief

Office of Financial Services

 United States Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549-3628

Re:
OceanFirst Financial Corp.

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

Filed October 6, 2016

File No. 333-213307

 Dear Ms. Anagnosti:

On behalf of our client, OceanFirst Financial Corp. (the “Company”), we are writing to respond to the comments set
forth in the comment letter of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated October 13, 2016 (the “Comment Letter”),
relating to Amendment No. 1, filed by the Company with the Commission on October 6, 2016 (“Amendment No. 1”), to the Company’s Registration Statement on Form S-4 initially filed by the Company with the Commission on
August 25, 2016 (File No. 333-213307) (the “Initial Registration Statement”).

 In connection with this response to
the Comment Letter, the Company is contemporaneously filing an Amendment No. 2 to the Initial Registration Statement (“Amendment No. 2” and, together with the Initial Registration Statement and Amendment No. 1, the
“Registration Statement”) and a separate letter requesting acceleration of effectiveness of the Registration Statement pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended. References herein
to page numbers are to page numbers in Amendment No. 2 being filed contemporaneously herewith. For your convenience, the numbered paragraphs of this letter correspond to the numbered paragraphs of the Comment Letter. We have recited the comments
from the Staff in bold type and have followed each comment with the response to such comment.

 Also enclosed, for the convenience of the
Staff, is a copy of Amendment No. 2 (Exhibit A), which is marked to show changes from the relevant portions of the previously filed Amendment No. 1.

Joint Proxy Statement/Prospectus Cover Page

1.
 We note your response and revised disclosure in response to comment 1 regarding OceanFirst’s option to
override Ocean Shore’s proposed termination by increasing the exchange ratio. Please include footnote disclosure to the Calculation of Registration Fee table to state that in the event of a change in the exchange ratio, the additional issuance
of shares would require a separate registration statement. For

Table of Contents

 Ms. Anagnosti

October 17, 2016

 Page 2

guidance, please refer to Securities Act Rule 413 and Securities Act Rules Compliance and Disclosure Interpretation 610.01.

Response: The disclosure in the Registration Fee table has been revised in response to the Staff’s comment.

Certain Unaudited Prospective Financial Information of Ocean Shore, page 82

2.
We note the new disclosure of shared projections in response to comment 3, including the statements found in the last paragraph on page 83: “The summary of the Ocean Shore projections included below is not being
included to influence your decision whether to vote for the OceanFirst share issuance proposal....” and “The Ocean Shore projections are provided solely because they were made available to other parties in connection with the
Transactions.” Please revise your disclosure to remove these inappropriate limitations on shareholders’ reliance on the registration statement disclosures.

Response: The disclosure in Amendment No. 2 has been revised in response to the Staff’s comment. Please see “The
Transactions — Certain Unaudited Prospective Financial Information of Ocean Shore” on page 82 of Amendment No. 2.

 Change in Control
Agreements between Other Executive Officers and Ocean Shore, page 85

3.
Disclosure in the penultimate bullet point on page 14 indicates that Ms. Bossi and Ms. Davidson would enter into agreements with OceanFirst to provide, among other things, for payments in lieu of the lump sum cash
payment under their change in control agreements. Please revise to clarify the actual payment amounts they will receive in lieu of the lump sum cash payments under the change in control agreement, as well as disclose the material terms of the
contemplated employment agreements with OceanFirst.

 Response: The disclosure in Amendment No. 2 has been revised in
response to the Staff’s comment. Please see “Interests of Ocean Shore’s Directors and Executive Officers in the Transactions — Agreements with OceanFirst (Arrangements with Ms. Bossi and Ms. Davidson)” on
page 87 of Amendment No. 2. Please note that OceanFirst has not proposed employment agreement terms to Ms. Bossi or Ms. Davidson.

 U.S. Federal
Income Tax Consequences of the Integrated Mergers, page 111

4.
 The tax opinion filed as Exhibit 8.1 states that the federal tax consequences “will be as described in
the Registration Statement,” while the disclosure at the top of page 112 assumes that the integrated mergers will together be treated as an integrated transaction that qualifies as a reorganization pursuant to Section 368(a) of the Internal
Revenue Code. Please revise the disclosure to remove this assumption and

Table of Contents

 Ms. Anagnosti

October 17, 2016

 Page 3

to add a statement that the disclosure is the opinion of counsel, and have counsel revise its opinion to state that the disclosure in the filing represents the opinion of counsel. Alternatively, have counsel file a
long form tax opinion. For guidance, please refer to Section III.B. of Staff Legal Bulletin No.19 (CF).

 Response: The
disclosure in Amendment No. 2 has been revised in response to the Staff’s comment. Please see “U.S. Federal Income Tax Consequences of the Integrated Mergers” on pages 111 and 112 of Amendment No. 2. In additions, the
tax opinions attached to the Registration Statement as Exhibits 8.1 and 8.2 have been revised to address the Staff’s comment.

 Should
any member of the Staff of the Commission have any questions concerning the enclosed materials or desire further information or clarification in connection therewith, such person should contact the undersigned at (212) 735-2697 or
david.ingles@skadden.com.

Very truly yours,

/s/ David C. Ingles

 David C. Ingles

 (212) 735-2697

david.ingles@skadden.com

cc:
Christopher D. Maher, OceanFirst Financial Corp.

Steven J. Tsimbinos, OceanFirst Financial Corp.

Jessica Livingston, United States Securities and Exchange Commission

Eric Envall, United States Securities and Exchange Commission

 Enclosures

Table of Contents

 Exhibit A

Table of Contents

  As filed with the Securities and Exchange Commission on October 17, 2016

Registration No. 333-213307

UNITED STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  Amendment
No. 2

  to

FORM S-4

 REGISTRATION
STATEMENT

 UNDER

THE SECURITIES ACT OF 1933

 OCEANFIRST
FINANCIAL CORP.

 (Exact name of registrant as specified in its charter)

Delaware

6035

22-3412577

 (State or other jurisdiction of

incorporation or organization)

 (Primary Standard Industrial

Classification Code Number)

 (I.R.S. Employer

Identification Number)

 975 HOOPER AVENUE, TOMS RIVER, NEW JERSEY 08753

(732) 240-4500

 (Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 Christopher D.
Maher

 President and Chief Executive Officer

975 Hooper Avenue

 Toms
River, New Jersey 08753

 (732) 240-4500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

 Steven J. Tsimbinos, Esq.

OceanFirst Financial Corp.

975 Hooper Avenue

 Toms
River, New Jersey 08753

 Phone: (732) 240-4500

 Steven E. Brady

Ocean Shore Holding Co.

1001 Asbury Avenue

 Ocean
City, New Jersey 08226

 Phone: (609) 399-0012

 David C. Ingles, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

 New York,
New York 10036

 Phone: (212) 735-3000

 Aaron M. Kaslow, Esq.

Kilpatrick Townsend & Stockton LLP

607 14th Street, NW, Suite 900

Washington, D.C. 20005

Phone: (202) 508-5825

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and the
conditions to the closing of the merger described herein have been satisfied or waived.

 If the securities being registered on this Form are to be offered
in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

¨

Accelerated filer

x

Non-accelerated filer

¨

Smaller reporting company

¨

 If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

Table of Contents

  CALCULATION OF REGISTRATION FEE

 Title of each class of

securities to be registered

 Amount

to be

registered

 Proposed

maximum

 offering
price

 per share

 Proposed

maximum

 aggregate

offering price

 Amount of

registration fee

 Common Stock, $0.01 par value per share

6,625,342 shares(1)

N/A

$123,727,579.20(2)

$12,459.37(3)

(1)
Represents the maximum number of shares of the common stock of OceanFirst Financial Corp. (“OceanFirst”) estimated to be issuable upon completion of the merger of Masters Merger Sub Corp., a wholly-owned
subsidiary of OceanFirst (“Merger Sub”), with and into Ocean Shore Holding Co. (“Ocean Shore”). This number represents the sum of (a) the product of (i) 0.9667, the exchange ratio representing the stock portion of the
merger consideration, and (ii) 6,492,291, which is the number of shares of Ocean Shore’s common stock outstanding as of August 22, 2016 (including the shares of Ocean Shore’s common stock underlying Ocean Shore’s restricted
stock awards as of August 22, 2016), and (b) the product of (i) 1.2084 and (ii) 289,014, the number of shares of Ocean Shore’s common stock reserved for issuance upon the exercise of the outstanding Ocean Shore stock
options, in each case, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 12, 2016, by and among Ocean Shore, OceanFirst and Merger Sub, which is attached to the joint proxy statement/prospectus as Annex A.
The number of shares included in the registration fee table does not include the additional shares that could be issued, upon OceanFirst’s election, to avoid the termination of the merger agreement by Ocean Shore due to a decrease below certain
specified thresholds of the average price of OceanFirst common stock over a specified period of time, pursuant to the merger agreement and described in more detail elsewhere in this joint proxy statement/prospectus. The shares that could be issued
in that context cannot be determined at this time.

In the event that the exchange ratio is increased such that the number of shares of common stock of OceanFirst is increased beyond the amount registered pursuant to this Registration Statement, OceanFirst would file
prior to consummation of the merger pursuant to Rule 462(b) a short-form registration statement provided that the additional amount of shares to be registered is within the limits and conditions provided for under Rule 462(b). Under Rule 462(b), a
registration statement thereto shall become effective upon filing if, among other things: (i) the registration statement is for registering additional securities of the same class as were included in an earlier registration statement for the
same offering and declared effective by the Securities and Exchange Commission; and (ii) the new registration statement registers additional securities in an amount and at a price that together represent no more than 20% of the maximum
aggregate offering price set forth for each class of securities in the “Calculation of Registration Fee” table contained in such earlier registration statement. Alternatively, if OceanFirst cannot avail itself of the provisions of Rule
462(b), it would pursue registering the additional shares under a new registration statement filed pursuant to Rule 429.

(2)
Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, and computed pursuant to Rules 457(f) and 457(c) under the Securities Act,
based upon the market value of shares of Ocean Shore common stock in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: (a) the product of (i) $22.41, the average of the high and low prices per share of Ocean
Shore’s common stock as reported on the NASDAQ Global Select Market on August 22, 2016 and (ii) 6,781,305, the estimated maximum number of shares of Ocean Shore common stock that may be exchanged for shares of OceanFirst common stock
minus (b) $28,241,465.80, the estimated aggregate amount of cash to be paid by OceanFirst in exchange for shares of Ocean Shore common stock.

(3)
Determined in accordance with Section 6(b) of the Securities Act of 1933, as amended, at a rate equal to $100.70 per $1,000,000 of the proposed maximum aggregate offering price. Previously paid.

 The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

 Information contained herein is subject to completion or amendment. A registration statement
relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not
constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.

  PRELIMINARY — SUBJECT TO COMPLETION — DATED OCTOBER 17, 2016

Proxy Statement

 Prospectus

 MERGER AND SHARE ISSUANCE PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:

 On July 12, 2016, OceanFirst
Financial Corp., a Delaware corporation (which we refer to as “OceanFirst”), Ocean Shore Holding Co., a New Jersey corporation (which we refer to as “Ocean Shore”), and Masters Merger Sub Corp., a New Jersey corporation and a
wholly-owned subsidiary of OceanFirst (which we refer to as “Merger Sub”), entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) that provides for the combination of OceanFirst and Ocean
Shore. Under the terms of the merger agreement, (i) Merger Sub will merge with and into Ocean Shore (which we refer to as the “first-step merger”), with Oc

CORRESP
1
filename1.htm

CORRESP

 OCEANFIRST FINANCIAL CORP.

975 HOOPER AVENUE

 TOMS
RIVER, NEW JERSEY 08754-2009

 VIA EDGAR

October 17, 2016

 Era
Anagnosti, Legal Branch Chief

 Office of Financial Services

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549-3628

Re:
OceanFirst Financial Corp.

Registration Statement on Form S-4

File No. 333-213307

 Dear Ms. Anagnosti:

The undersigned hereby requests, pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, that the above-referenced
Registration Statement on Form S-4 (File No. 333-213307) (the “Form S-4”) of OceanFirst Financial Corp. be declared effective at 5:00 p.m., New York City time, October 19, 2016. We respectfully request that we be
notified of such effectiveness by a telephone call to David C. Ingles of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-2697 and that such effectiveness also be confirmed in writing to the addressees listed on the cover page of the Form
S-4.

 Very truly yours,

 OCEANFIRST FINANCIAL CORP.

 By:

 /s/ Steven J. Tsimbinos

 Name:

Steven J. Tsimbinos

 Title:

First Senior Vice President and General Counsel

cc:
Christopher D. Maher, OceanFirst Financial Corp.

David C. Ingles, Skadden, Arps, Slate, Meagher & Flom LLP

Jessica Livingston, United States Securities and Exchange Commission

Eric Envall, United States Securities and Exchange Commission

Mailstop 472 0
October 13 , 2016

Christopher D. Maher
Presid ent and Chief Executive Officer
OceanFirst Financial Corp .
975 Hooper Avenue
Toms River, NJ  08753

Re: OceanFirst  Financial Corp .
  Amendment No.  1 Registration Statement on Form S-4
Filed  October  6, 2016
  File No. 333-213307

Dear Mr. Maher :

We have reviewed your amended registration statement  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 registration stateme nt and the information you
provide in response to these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our September 20, 2016  letter .

 Joint Proxy Statement/Prospectus Cover page

1. We note your response and revised  disclosure  in response to comment 1  regarding
OceanFirst ’s option to override Ocean Shore ’s proposed termination by increasing the
exchange ratio .  Please include footno te disclosure to the Calculation of Registration Fee
table to state  that in the event of a change in the exchange ratio, the additional issuance of
shares would require a separate registration statement.  For guidance, please refer to
Securities Act Rule 4 13 and Securities Act Rules Compliance and Disclosure
Interpretation 610.01 .

Christopher D. Maher
OceanFirst Financial Corp .
October 13 , 2016
  Page 2

 Certain Unaudited Prospective Financial Information of Ocean Shore, page 82

2. We note the new disclosure of shared projections  in response to comment 3 , including the
statements found in the last paragraph  on page 83: “ The summary of the Ocean Shore
projections included below is not being included to influence your decision whether to
vote for the OceanFirst share issuance proposal .…” and “The Ocean Shore projections
are provided solely because they were made available to other parties in connection with
the Transactions .”  Please  revise your disclosure to remove  these inappropriate
limitation s on shareholder s’ reliance  on the registration statement  disclosures .

Change in Control Agreements between Other Executive Officers and Ocean Shore, page 85

3. Disclosure in the penultimate bullet point on page 14 indicates that Ms. Bossi and Ms.
Davidson would  enter into agreements  with OceanFirst to  provide , among other things,
for payments in lieu of the lump sum cash payment under their change in control
agreements .  Please revise to clarify the actual payment amounts they will receive in lieu
of the lump sum  cash payment s under the change in control agreement, as well as
disclose  the material terms of the contemplated employment agreements with OceanFirst .

U.S. Federal Income T ax Consequences of t he Integrated Mergers, page 111

4. The tax opinion filed as Exhibit 8.1 states that the federal tax consequences “will be as
described in the Registration S tatement ,” while the disclosure at the top of page 112
assumes that the integrated mergers  will together be treated as an integrated transaction
that qualif ies as a reorganization pursuant to Section 368(a) of the Internal Revenue
Code .   Please revise the disclosure to remove this assumption and to add a statemen t that
the disclosure  is the opinion of counsel , and have counsel revise its opinion to state that
the disclosure in the filing represents the opinion of counsel.  Alternatively, have counsel
file a long form tax opinion.   For guidance, please refer to Section III .B. of Staff Legal
Bulletin No.19  (CF) .

Please refer to Rule  461 regardin g 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 under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested  effective date of the
registration statement.

Christopher D. Maher
OceanFirst Financial Corp .
October 13 , 2016
  Page 3

You may contact Jessica Livingston , Staff Attorney,  at 202-551-3448 or me at 202-551-
3369  with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc:  David C. Ingles , Esq. (Via E -mail)

CORRESP
1
filename1.htm

CORRESP

 October 6, 2016

VIA EDGAR

 Era Anagnosti, Legal Branch Chief

Office of Financial Services

 United States Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549-3628

Re:
OceanFirst Financial Corp.

Registration Statement on Form S-4

Filed August 25, 2016

File No. 333-213307

 Dear Ms. Anagnosti:

In response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) that OceanFirst Financial Corp. (the “Company”) received September 20, 2016 (the “Comment Letter”), relating to the Registration Statement on Form S-4
filed by the Company with the Commission on August 25, 2016 (File No. 333-213307) (the “Registration Statement”), the Company hereby acknowledges that:

•

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

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the 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.

Should any member of the Staff of the Commission have any questions concerning the response to the comments of the Staff or desire further
information or clarification in connection therewith, such person should contact our counsel, David C. Ingles, at (212) 735-2697 or david.ingles@skadden.com.

Very truly yours,

/s/ Steven J. Tsimbinos

 Steven J. Tsimbinos

 (732) 240-4500

stsimbinos@oceanfirst.com

 Ms. Anagnosti

October 6, 2016

 Page 2

cc:
Christopher D. Maher, OceanFirst Financial Corp.

Jessica Livingston, United States Securities and Exchange Commission

Eric Envall, United States Securities and Exchange Commission

David C. Ingles, Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

CORRESP

Table of Contents

 October 6, 2016

VIA EDGAR

 Era Anagnosti, Legal Branch Chief

Office of Financial Services

 United States Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549-3628

Re:
OceanFirst Financial Corp.

Registration Statement on Form S-4

Filed August 25, 2016

File No. 333-213307

 Dear Ms. Anagnosti:

On behalf of our client, OceanFirst Financial Corp. (the “Company”), we are writing to respond to the
comments set forth in the comment letter of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated September 20, 2016 (the “Comment
Letter”), relating to the Registration Statement on Form S-4 filed by the Company with the Commission on August 25, 2016 (File No. 333-213307) (the “Registration Statement”).

In connection with this response to the Comment Letter, the Company is contemporaneously filing an Amendment No. 1 to the
Registration Statement (the “Amended Registration Statement”). References herein to page numbers are to page numbers in the Amended Registration Statement being filed contemporaneously herewith. For your convenience, the
numbered paragraphs of this letter correspond to the numbered paragraphs of the Comment Letter. We have recited the comments from the Staff in bold type and have followed each comment with the response to such comment.

Also enclosed, for the convenience of the Staff, are two copies of the Amended Registration Statement (Exhibit A), which are marked to
show changes from the relevant portions of the initial filing of the Registration Statement.

 Joint Proxy Statement/Prospectus Cover Page

1.
Please disclose on the cover page more details of the price triggers described on page 101 and how the termination rights give parties the right to change the conversion ratio.

Response: The disclosure on the cover page in the Amended Registration Statement has been revised in response to the Staff’s comment.
Please see the Joint Proxy Statement/Prospectus Cover Page attached to the Amended Registration Statement.

2.
Please revise the cover page to include the total merger consideration.

 Response: The
disclosure on the cover page in the Amended Registration Statement has been revised in response to the Staff’s comment.

Table of Contents

 Ms. Anagnosti

October 6, 2016

 Page 2

 The Transactions

Opinion of Ocean Shore’s Financial Advisor, page 56

3.
We note the disclosure on page 58 that Sandler used “financial projections for Ocean Shore for the years ending December 31, 2017 through December 31, 2020, as provided by and discussed with the senior
management of OceanFirst.” Please disclose the projections OceanFirst shared with Ocean Shore’s financial advisors.

Response: A disclosure in the Amended Registration Statement has been added in response to the Staff’s comment. Please see “The
Transactions – Certain Unaudited Prospective Financial Information of Ocean Shore” on page 82.

 Sandler O’Neill’s
Relationship, page 68

4.
Please expand the first paragraph to disclose all compensation paid to Sandler O’Neill during the last two years for all services to Ocean Shore. Please refer to Section 1015(b)(4) of Regulation M-A.

 Response: The disclosure in the Amended Registration Statement has been revised in response to the Staff’s
comment. Please see “The Transactions – Opinion of Ocean Shore’s Financial Advisor – Sandler O’Neill’s Relationship” on page 72 of the Amended Registration Statement.

5.
We also note the disclosure that Sandler provided investment banking services to OceanFirst during the past two years and received fees for such services. Please revise to disclose all compensation paid to Sandler
during the last two years for all services to OceanFirst. Please refer to Section 1015(b) of Regulation M-A.

Response: The disclosure in the Amended Registration Statement has been revised in response to the Staff’s comment. Please see
“The Transactions – Opinion of Ocean Shore’s Financial Advisor – Sandler O’Neill’s Relationship” on page 72 of the Amended Registration Statement.

In connection with the Amended Registration Statement, the Company acknowledges in a separate letter attached hereto (Exhibit B)
that:

•

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

•

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

Table of Contents

 Ms. Anagnosti

October 6, 2016

 Page 3

•

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.

Should any member of the Staff of the Commission have any questions concerning the enclosed materials or desire further information or
clarification in connection therewith, such person should contact the undersigned at (212) 735-2697 or david.ingles@skadden.com.

Very truly yours,

/s/ David C. Ingles

 David C. Ingles

 (212) 735-2697

david.ingles@skadden.com

cc:
Christopher D. Maher, OceanFirst Financial Corp.

Steven J. Tsimbinos, OceanFirst Financial Corp.

Jessica Livingston, United States Securities and Exchange Commission

Eric Envall, United States Securities and Exchange Commission

 Enclosures

Table of Contents

 Exhibit A

Table of Contents

  As filed with the Securities and Exchange Commission on October 6, 2016

Registration No. 333-213307

UNITED STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  Amendment
No. 1

 to

FORM S-4

 REGISTRATION
STATEMENT

 UNDER

THE SECURITIES ACT OF 1933

 OCEANFIRST
FINANCIAL CORP.

 (Exact name of registrant as specified in its charter)

Delaware

6035

22-3412577

 (State or other jurisdiction of

incorporation or organization)

 (Primary Standard Industrial

Classification Code Number)

 (I.R.S. Employer

Identification Number)

 975 HOOPER AVENUE, TOMS RIVER, NEW JERSEY 08753

(732) 240-4500

 (Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 Christopher D.
Maher

 President and Chief Executive Officer

975 Hooper Avenue

 Toms
River, New Jersey 08753

 (732) 240-4500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

 Steven J. Tsimbinos, Esq.

OceanFirst Financial Corp.

975 Hooper Avenue

 Toms
River, New Jersey 08753

 Phone: (732) 240-4500

 Steven E. Brady

Ocean Shore Holding Co.

1001 Asbury Avenue

 Ocean
City, New Jersey 08226

 Phone: (609) 399-0012

 David C. Ingles, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

 New York,
New York 10036

 Phone: (212) 735-3000

 Aaron M. Kaslow, Esq.

Kilpatrick Townsend & Stockton LLP

607 14th Street, NW, Suite 900

Washington, D.C. 20005

Phone: (202) 508-5825

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and the
conditions to the closing of the merger described herein have been satisfied or waived.

 If the securities being registered on this Form are to be offered
in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

¨

Accelerated filer

x

Non-accelerated filer

¨

Smaller reporting company

¨

 If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

 Information contained herein is subject to completion or amendment. A registration statement
relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not
constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.

  PRELIMINARY — SUBJECT TO COMPLETION — DATED OCTOBER 6, 2016

Proxy Statement

 Prospectus

  MERGER AND SHARE ISSUANCE PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:

On July 12, 2016, OceanFirst Financial Corp., a Delaware corporation (which we refer to as “OceanFirst”), Ocean Shore Holding Co., a
New Jersey corporation (which we refer to as “Ocean Shore”), and Masters Merger Sub Corp., a New Jersey corporation and a wholly-owned subsidiary of OceanFirst (which we refer to as “Merger Sub”), entered into an Agreement and
Plan of Merger (which we refer to as the “merger agreement”) that provides for the combination of OceanFirst and Ocean Shore. Under the terms of the merger agreement, (i) Merger Sub will merge with and into Ocean Shore (which we refer to
as the “first-step merger”), with Ocean Shore continuing as the surviving corporation in the first-step merger and as a wholly-owned subsidiary of OceanFirst, (ii) immediately following the completion of the first-step merger, Ocean Shore
will merge with and into OceanFirst (which we refer to as the “second-step merger” and, together with the first-step merger, the “integrated mergers”), with OceanFirst continuing as the surviving corporation in the second-step
merger, and (iii) immediately following the completion of the integrated mergers, Ocean City Home Bank, a federal savings bank and a wholly-owned subsidiary of Ocean Shore (which we refer to as “Ocean Shore Bank”), will merge with and into
OceanFirst Bank, a federal savings bank and a wholly-owned subsidiary of OceanFirst (which we refer to as “OceanFirst Bank”), with OceanFirst Bank being the surviving bank (which we refer to as the “bank merger” and, together
with the integrated mergers, the “Transactions”).

 At the effective time of the first-step merger, each outstanding share of the
common stock, par value $0.01 per share, of Ocean Shore (which we refer to as “Ocean Shore common stock”), except for specified shares of Ocean Shore common stock owned by Ocean Shore or OceanFirst, will be converted into the right to
receive $4.35 in cash, without interest (which we refer to as the “cash consideration”), and 0.9667 shares (such number being referred to as the “exchange ratio” and such shares being referred to as “stock
consideration”) of the common stock, par value $0.01 per share, of OceanFirst (which we refer to as the “OceanFirst common stock”), together with cash in lieu of fractional shares. The cash consideration and the stock consideration
are collectively referred to as the “merger consideration.”

Although the number of shares of OceanFirst common stock that holders of Ocean Shore common stock (which we refer to as the “Ocean Shore
stockholders”) will be entitled to receive is fixed, the market value of the stock consideration will fluctuate with the market price of OceanFirst common stock and will not be known at the time Ocean Shore stockholders vote on the first-step
merger. However, Ocean Shore has the right to terminate the merger agreement if, at any time during a five-day period following the date of receipt of the requisite regulatory approvals for the Transactions, the market value of OceanFirst common
stock (i) is less than $14.46 and (ii) fails to meet certain comparison thresholds relative to the NASDAQ Bank Index. If Ocean Shore elects to exercise this termination right, then OceanFirst has the option to override the proposed termination by
increasing the exchange ratio to a level that would cause either of the two requirements of this termination right to not be satisfied. Based on the $18.74 closing price of OceanFirst common stock on the NASDAQ Global Select Market (which we refer
to as the “NASDAQ”) on July 12, 2016, the last full trading day before the public announcement of the Transactions, the per share value of the stock consideration was equal to $18.12 and the per share value of the merger consideration was
equal to $22.47. Based on the $[●] closing price of OceanFirst common stock on the NASDAQ on [●], 2016, the latest practicable trading day before the printing of this joint proxy statement/prospectus, the per share value of the merger
consideration was equal to $[●] (and the aggregate value of the merger consideration was equal to $[●]), which includes the value of the stock portion of the merger consideration and the cash portion of the merger consideration. Based on
the 0.9667 exchange ratio and the number of shares of Ocean Shore common stock outstanding as of September 23, 2016 (which includes the number of shares of Ocean Shore common stock underlying Ocean Shore’s restricted stock awards as of
September 23, 2016), the maximum number of shares of OceanFirst common stock estimated to be issuable at the effective time of the first-step merger is 6,294,189. We urge you to obtain current market quotations for OceanFirst (trading symbol
“OCFC”) and Ocean Shore (trading symbol “OSHC”).

Table of Contents

 OceanFirst will hold a special meeting of its stockholders (which we refer to as the
“OceanFirst special meeting”) in connection with the issuance of the shares of OceanFirst common stock representing the stock consideration (which we refer to as the “OceanFirst share issuance”). At the OceanFirst special
meeting, the holders of OceanFirst common stock (which we refer to as the “OceanFirst stockholders”) will be asked to vote to approve the OceanFirst share issuance. Approval of the OceanFirst share issuance requires the affirmative vote of
a majority of the total votes cast by the OceanFirst stockholders at the OceanFirst special meeting.

 Ocean Shore will hold a special
meeting of its stockholders (which we refer to as the “Ocean Shore special meeting”) in connection with the first-step merger. At the Ocean Shore special meeting, Ocean Shore stockholders will be asked to vote to approve the merger
agreement and related matters as described in this joint proxy statement/prospectus. Under New Jersey law and Ocean Shore’s organizational documents, approval of the merger agreement requires the affirmative vote of a majority of the votes cast
by Ocean Shore stockholders entitled to vote at the Ocean Shore special meeting.

  The OceanFirst special meeting will be held on
[●], 2016 at 975 Hooper Avenue, Toms River, New Jersey, 0875

Mailstop 472 0
September 20 , 2016

Christopher D. Maher
Presid ent and Chief Executive Officer
OceanFirst Financial Corp .
975 Hooper Avenue
Toms River, NJ  08753

Re: OceanFirst  Financial Corp .
  Registration Statement on Form S-4
Filed  August  25, 2016
  File No. 333-213307

Dear Mr. Maher :

We have limited our review of your registration statement to those issues we have
addressed in our 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 com ments 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments .

Joint Proxy Statement/Prospectus Cover page

1. Please disclose  on the cover page  more details of the price trigger s described on page 101
and how the  termination rights  give parties the right to change the conve rsion ratio.

2. Please revise the cover page to include the  total merger consideratio n.

The Transactions

Opinion of Ocean Shore’s Financial Advisor , page 56

3. We note the disclosure on page 58 that Sandler used “financial projections for Ocean Shore
for th e years ending December 31, 2017 through December 31, 2020, as provided by and
discussed with the senior management of OceanFirst.”   Please disclose the projections
Ocean First shared with  Ocean Shore ’s financial advisors.

Christopher D. Maher
OceanFirst Financial Corp .
September 20 , 2016
  Page 2

 Sandler O’Neill’s Relationship, page 68

4. Please expand the first paragraph to disclose all compensation paid to Sandler O’Neill  during
the last two years  for all services to Ocean Shore.  Please refer to Section 1015(b)(4) of
Regulation M -A.

5. We also note the disclosure that Sandler provided investment banking services to OceanFirst
during the past two years and received fees  for such services. Please revise to disclose all
compensation paid to Sandler during the last two years  for all services to OceanFirst.  Please
refer to Section 1 015(b) of Regulation M -A.

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 requi re.  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.

Notwithstanding our comments, in the event you request acc eleration of the effective date
of the pending registration 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 doe s 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.

Please refer to Rule  461 regarding requests for  accelerati on.  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 under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Christopher D. Maher
OceanFirst Financial Corp .
September 20 , 2016
  Page 3

 You may contact Jessica Livingston , Staff Attorney,  at 202-551-3448 or Eric Envall,
Staff Attorney,  at 202-551-3234  with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc:  David C. Ingles , Esq. (Via E -mail)

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CORRESP

                        September 12, 2016

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Re:
OceanFirst Financial Corp.

 Registration Statement on Form S-3 (File No. 333-213487)

 Request for Acceleration of Effectiveness

Dear Ladies and Gentlemen:

 In accordance with
Rule 461 of the general Rules and Regulations under the Securities Act of 1933, as amended, and in connection with the offering described in the Prospectus contained in the above-captioned Registration Statement, OceanFirst Financial Corp. (the
“Company”) hereby requests that the above-captioned Registration Statement be declared effective at 4:30 p.m. Eastern Standard Time on Tuesday, September 13, 2016 or as soon thereafter as practicable.

In making the foregoing request, we hereby acknowledge that:

•

Should the Securities and Exchange Commission (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.

 In addition, the Company represents that it will comply with such provisions of the Securities Act of 1933 and the
Securities Exchange Act of 1934 as may apply to it for this offering.

Very truly yours,

OCEANFIRST FINANCIAL CORP.

By:

 /s/ Michael J. Fitzpatrick

Name:

Michael J. Fitzpatrick

Title:

Executive Vice President and CFO

Mail Stop 4720
        September 8 , 2016

Christopher D. Maher
President and Chief Executive Officer
OceanFirst Financial Corp.
975 Hooper Avenue
Toms River, NJ 08753

Re:  OceanF irst Financial Corp
 Registration Statement on Form S -3
Filed  September 2, 2016
File No.  333-213487

Dear M r. Maher :

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 disc losures 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 del egated 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 Co mmission or any person under the federal
securities laws of the United States.

Christopher D. Maher
OceanFirst  Financial Corp
September 8 , 201 6
Page 2

 Please refer to Rule s 460 and  461 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 under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securiti es.

You may contact  Jessica Livingston , Staff Attorney,  at 202-551-3448  with any questions.

Sincerely,

/s/ Dietrich A. King

Dietrich A. King
Assistant Director
Office of Financial Servi ces

cc: Robert A. Schwartz, Esq . (Via E -mail)

CORRESP
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CORRESP

 OCEANFIRST FINANCIAL CORP.

975 HOOPER AVENUE

 TOMS
RIVER, NEW JERSEY 08754-2009

 VIA EDGAR

March 14, 2016

 Michael Clampitt, Senior
Staff Attorney

 Office of Financial Services

 United States
Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549-3628

Re:
OceanFirst Financial Corp.

 Registration Statement on Form S-4

File No. 333-209590

 Dear Mr. Clampitt:

 The undersigned hereby requests, pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, that the
above-referenced Registration Statement on Form S-4 (File No. 333-209590) (the “Form S-4”) of OceanFirst Financial Corp. (the “Company”) be declared effective at 4:00 p.m., New York City time, on March 14, 2016. We
respectfully request that we be notified of such effectiveness by a telephone call to David C. Ingles of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-2697 and that such effectiveness also be confirmed in writing to the addressees listed
on the cover page of the Form S-4.

 The Company hereby acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the Commission’s staff (the “Staff”), acting pursuant to delegated authority, declare the Form S-4 effective, it does not
foreclose the Commission from taking any action with respect to the Form S-4;

•

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.

 Very truly yours,

OCEANFIRST FINANCIAL CORP.

By:

 /s/ Steven J. Tsimbinos

Name:

Steven J. Tsimbinos

Title:

First Senior Vice President and General Counsel

cc:
Christopher D. Maher, OceanFirst Financial Corp.

 Josh Samples, United States Securities and
Exchange Commission

 David C. Ingles, Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
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CORRESP

Table of Contents

 March 10, 2016

VIA EDGAR AND FEDERAL EXPRESS

 Michael Clampitt,
Senior Staff Attorney

 Office of Financial Services

 United
States Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549-3628

Re:
OceanFirst Financial Corp.

Registration Statement on Form S-4

Filed February 18, 2016

File No. 333-209590

 Dear Mr. Clampitt:

On behalf of our client, OceanFirst Financial Corp. (the “Company”), we are writing to respond to the
comments set forth in the comment letter of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated March 2, 2016 (the “Comment
Letter”), relating to the Registration Statement on Form S-4 filed by the Company with the Commission on February 18, 2016 (File No. 333-209590) (the “Registration Statement”).

In connection with this response to the Comment Letter, the Company is contemporaneously filing an Amendment No. 1 to the
Registration Statement (the “Amended Registration Statement”). Capitalized terms used but not otherwise defined in this letter shall have the meanings given to such terms in the Amended Registration Statement. References
herein to page numbers are to page numbers in the Amended Registration Statement being filed contemporaneously herewith. For your convenience, the numbered paragraphs of this letter correspond to the numbered paragraphs of the Comment Letter. We
have recited the comments from the Staff in bold type and have followed each comment with the response to such comment.

Also enclosed, for the convenience of the Staff, are two copies of the Amended Registration Statement (Exhibit A), which are marked to
show changes from the relevant portions of the initial filing of the Registration Statement.

 Prospectus Cover Page

1.
 We note your disclosure that the merger is not subject to a price floor. We also note the “The Merger Agreement – Termination of the
Merger Agreement” on page 101. For consistency, please revise your disclosure here to indicate that if the two pricing conditions described on page 101 are met, then Cape Bancorp may terminate the merger agreement, and that once the right of
termination has been exercised, OceanFirst would have the option of increasing the consideration payable to Cape Bancorp shareholders by increasing the exchange ratio. Please also advise whether the number of shares subject to registration
contemplates the shares of common

Table of Contents

 Mr. Clampitt

March 10, 2016

 Page 2

stock OceanFirst may issue in connection with the increase of the exchange ratio if Cape Bancorp exercises its termination right.

Response:

 The number of shares
included in the registration fee table does not include the additional shares that could be issued to avoid termination of the merger agreement because the shares that could be issued in that context cannot be determined. The Company will file a
registration statement pursuant to Rule 462(b) or Rule 429 under the Securities Act, as applicable, to reflect the increase in the number of shares of the Company’s common stock to be issued to avoid termination if necessary.

Additionally, the disclosure in the Amended Registration Statement has been revised in response to the Staff’s comment. Please see the
Prospectus Cover Page attached to the Amended Registration Statement and “The Merger Agreement—Termination of the Merger Agreement” beginning on page 101 of the Amended Registration Statement.

Summary

2.
Please disclose the percentage ownership that Cape Bancorp shareholders will have in the combined company following the completion of the merger.

Response: The disclosure in the Amended Registration Statement has been revised in response to the Staff’s comment. Please see the letter
to shareholders attached to the Amended Registration Statement, “Summary—In the First-Step Merger, Cape Stockholders will be Entitled to Receive the Merger Consideration” beginning on page 9 of the Amended Registration
Statement.

 The Transactions

 Opinion of
OceanFirst’s Financial Advisor

 Sandler O’Neill’s Relationship, page 80

3.
Please disclose the total dollar amount of compensation OceanFirst paid to Sandler O’Neill for services rendered to OceanFirst over the past two years.

Response: The disclosure in the Amended Registration Statement has been revised in response to the Staff’s comment. Please see
“The Transactions—Opinion of OceanFirst’s Financial Advisor” beginning on page 68 of the Amended Registration Statement.

The Merger Agreement

 Representations and
Warranties, page 89

4.
 Please either delete or revise the second sentence of the first paragraph since the language appears to represent an inappropriate limitation on
reliance on the representations and warranties in the merger agreement, which constitute

Table of Contents

 Mr. Clampitt

March 10, 2016

 Page 3

disclosure for purposes of the registration statement. Please refer to Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934 and Commission Statement on potential Exchange Act
Section 10(b) and Section 14(a) liability, Exchange Act Release No. 51283 (Mar. 1, 2005) for further guidance.

Response: The disclosure in the Amended Registration Statement has been revised in response to the Staff’s comment. Please see
“The Merger Agreement—Representations and Warranties” beginning on page 89 of the Amended Registration Statement.

5.
Please revise your disclosure to remove any implication that the merger agreement does not constitute disclosure under the federal securities laws and to clarify that you will provide additional disclosure in your
public reports to the extent that you are or become aware of the existence of any material facts that are required to be disclosed under federal securities law and that might otherwise contradict the representations and warranties contained in the
agreements and will update such disclosure as required by federal securities laws.

 Response: The disclosure in the
Amended Registration Statement has been revised in response to the Staff’s comment. Please see “The Merger Agreement—Representations and Warranties” beginning on page 89 of the Amended Registration Statement.

In connection with the Amended Registration Statement, the Company acknowledges in a separate letter attached hereto (Exhibit B) that:

•

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

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the 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.

Should any member of the Staff of the Commission have any questions concerning the enclosed materials or desire further information or
clarification in connection therewith, such person should contact the undersigned at (212) 735-2697 or david.ingles@skadden.com.

Very truly yours,

/s/ David C. Ingles

David C. Ingles

(212) 735-2697

david.ingles@skadden.com

Table of Contents

 Mr. Clampitt

March 10, 2016

 Page 4

cc:
Steven J. Tsimbinos, OceanFirst Financial Corp.

Christopher D. Maher, OceanFirst Financial Corp.

Josh Samples, United States Securities and Exchange Commission

 Enclosures

Table of Contents

 Exhibit A

Table of Contents

  As filed with the Securities and Exchange Commission on March 10, 2016

Registration No. 333-209590

UNITED STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  Amendment
No. 1

 to

FORM S-4

 REGISTRATION
STATEMENT

 UNDER

THE SECURITIES ACT OF 1933

 OCEANFIRST
FINANCIAL CORP.

 (Exact name of registrant as specified in its charter)

Delaware

6035

22-3412577

 (State or other jurisdiction of

incorporation or organization)

 (Primary Standard Industrial

Classification Code Number)

 (I.R.S. Employer

Identification Number)

 975 HOOPER AVENUE, TOMS RIVER, NEW JERSEY 08753

(732) 240-4500

 (Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 Christopher D.
Maher

 President and Chief Executive Officer

975 Hooper Avenue

 Toms
River, New Jersey 08753

 (732) 240-4500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

 Steven J. Tsimbinos, Esq.

OceanFirst Financial Corp.

975 Hooper Avenue

 Toms
River, New Jersey 08753

 Phone: (732) 240-4500

 Michael D. Devlin

Cape Bancorp, Inc.

 225
North Main Street

 Cape May Court House, New Jersey 08210

Phone: (609) 465-5600

 David C. Ingles, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

 New York,
New York 10036

 Phone: (212) 735-3000

 Marc P. Levy, Esq.

Luse Gorman, PC

 5335
Wisconsin Avenue, NW, Suite 780

 Washington, D.C. 20015

Phone: (202) 274-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and the
conditions to the closing of the merger described herein have been satisfied or waived.

 If the securities being registered on this Form are to be offered
in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

¨

Accelerated filer

x

Non-accelerated filer

¨

Smaller reporting company

¨

 If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

 Information contained herein is subject to completion or amendment. A registration statement
relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not
constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.

  PRELIMINARY — SUBJECT TO COMPLETION — DATED MARCH 10, 2016

Proxy Statement

Prospectus

 MERGER AND SHARE ISSUANCE PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:

 On January 5, 2016,
OceanFirst Financial Corp., a Delaware corporation (which we refer to as “OceanFirst”), Cape Bancorp, Inc., a Maryland corporation (which we refer to as “Cape”), and Justice Merger Sub Corp., a Maryland corporation and a
wholly-owned subsidiary of OceanFirst (which we refer to as “Merger Sub”), entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) that provides for the combination of OceanFirst and Cape. Under
the terms of the merger agreement, (i) Merger Sub will merge with and into Cape (which we refer to as the “first-step merger”), with Cape continuing as the surviving corporation in the first-step merger and as a wholly-owned
subsidiary of OceanFirst, (ii) immediately following the completion of the first-step merger, Cape will merge with and into OceanFirst (which we refer to as the “second-step merger” and, together with the first-step merger, the
“integrated mergers”), with OceanFirst continuing as the surviving corporation in the second-step merger and (iii) immediately following the completion of the integrated mergers, Cape Bank, a New Jersey-chartered stock savings bank
and a wholly-owned subsidiary of Cape (which we refer to as “Cape Bank”), will merge with and into OceanFirst Bank, a federally-chartered capital stock savings bank and a wholly-owned subsidiary of OceanFirst (which we refer to as
“OceanFirst Bank”), with OceanFirst Bank being the surviving bank (which we refer to as the “bank merger” and, together with the integrated mergers, the “Transactions”).

At the effective time of the first-step merger, each outstanding share of the common stock, par value $0.01 per share, of Cape (which we refer
to as “Cape common stock”), except for specified shares of Cape common stock owned by Cape or OceanFirst, will be converted into the right to receive $2.25 in cash, without interest (which we refer to as the “cash
consideration”), and 0.6375 shares (such number being referred to as the “exchange ratio” and such shares being referred to as “stock consideration”) of the common stock, par value $0.01 per share, of OceanFirst (which we
refer to as the “OceanFirst common stock”), together with cash in lieu of fractional shares. The cash consideration and the stock consideration are collectively referred to as the “merger consideration.”

Although the number of shares of OceanFirst common stock that holders of Cape common stock (which we refer to as the “Cape
stockholders”) will be entitled to receive is fixed, the market value of the stock consideration will fluctuate with the market price of OceanFirst common stock and will not be known at the time Cape stockholders vote on the first-step merger.
However, as described in more detail elsewhere in this joint proxy statement/prospectus, under the terms of the merger agreement, if the average price of OceanFirst common stock over a specified period of time decreases below certain specified
thresholds, Cape would have a right to terminate the merger agreement, unless OceanFirst elects to increase the exchange ratio, which would result in additional shares of OceanFirst common stock being issued. Based on the $19.95 closing price of
OceanFirst common stock on the NASDAQ Global Select Market (which we refer to as the “NASDAQ”) on January 5, 2016, the last full trading day before the public announcement of the Transactions, the per share value of the stock
consideration was equal to approximately $12.72 and the per share value of the merger consideration was equal to approximately $14.97. Based on the $[●] closing price of OceanFirst common stock on the NASDAQ on [●], 2016, the latest
practicable trading day before the printing of this joint proxy statement/prospectus, the per share value of the stock consideration was equal to approximately $[●] and the per share value of the merger consideration was equal to approximately
$[●]. Based on the 0.6375 exchange ratio and the number of shares of Cape common stock outstanding as of [●], 2016, together with the number of shares of Cap

Mail Stop 4720

March 2 , 2016

Steven J. Tsimbinos
General Counsel
OceanFirst Financial Corp.
975 Hooper Ave.
Toms River, NJ 08753

Re: OceanFirst Financial Corp.
  Registration Statement on Form S-4
Filed  February 18, 2016
  File No.  333-209590

Dear Mr. Tsimbinos :

We have limited our review of your registration statement to those issues we have
addressed in our 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 com ments 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 registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Prospectus Cover Page

1. We note your disclosure that the merger is not subject to a price floor.  We also note the “The
Merger Agreement – Termination of the Merger Agreement” on page 101.  For consistency,
please revise y our disclosure here to indicate that if the two pricing conditions described on
page 101 are met, then Cape Bancorp may terminate the merger agreement, and that once the
right of termination has been exercised, OceanFirst would have the option of increasin g the
consideration payable to Cape Bancorp shareholders by increasing the exchange ratio.
Please also advise whether the number of shares subject to registration contemplates the
shares of common stock OceanFirst may issue in connection with the increase  of the
exchange ratio if Cape Bancorp exercises its termination right.

Steven J. Tsimbinos
OceanFirst Fi nancial Corp.
March 2 , 2016
Page 2

 Summary

2. Please disclose the percentage ownership that Cape Bancorp shareholders will have in the
combined company following the completion of the merger.

The Transactions

Opinion  of OceanFirst’s Financial Advisor
Sandler O’Neill’s Relationship, page 80

3. Please disclose the total dollar amount of compensation OceanFirst paid to Sandler O’Neill
for services rendered to OceanFirst over the past two years.

The Merger Agreement

Representations and Warranties, page 89

4. Please either delete or revise the second sentence of the first paragraph since the language
appears to represent an inappropriate limitation on reliance on the representations and
warranties in the merger agreement , which constitute disclosure for purposes of the
registration statement.  Please refer to Report of Investigation Pursuant to Section 21(a) of
the Securities Exchange Act of 1934 and Commission Statement on potential Exchange Act
Section 10(b) and Section  14(a) liability, Exchange Act Release No. 51283 (Mar. 1, 2005)
for further guidance.

5. Please revise your disclosure to remove any implication that the merger agreement does not
constitute disclosure under the federal securities laws and to clarify that yo u will provide
additional disclosure in your public reports to the extent that you are or become aware of the
existence of any material facts that are required to be disclosed under federal securities law
and that might otherwise contradict the representat ions and warranties contained in the
agreements and will update such disclosure as required by federal securities laws.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inc ludes 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

Steven J. Tsimbinos
OceanFirst Fi nancial Corp.
March 2 , 2016
Page 3

  should the Commiss ion 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 author ity, 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
defen se 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 requests for  acceleration .  We will consider a
written request for acceleration of the effec tive date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Josh Samples, Staff Attorney,  at (202) 551 -3199  or me at (202) 551 -3434
with any questions.

Sincerely,

 /s/ Michael R. Clampitt

Michael R. Clampitt
Senior Staff Attorney
Office of Financial Services

cc: David Ingles
Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
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Correspondence

 OCEANFIRST FINANCIAL CORP.

975 Hooper Avenue

 Toms River, New
Jersey 08753

 June 11, 2015

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
OceanFirst Financial Corp. (the “Company”)

Registration Statement on Form S-4 (File No. 333-203473)

 Ladies and Gentlemen:

In connection with the above-captioned registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), the Company hereby requests that the effective date of the above-captioned registration statement be accelerated to 4:30 p.m. New York time on Friday, June 12, 2015, or as soon thereafter as practicable.

The Company hereby acknowledges that:

1.
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;

2.
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

3.
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.

Very truly yours

OCEANFIRST FINANCIAL CORP.

By:

 /s/ Christopher D. Maher

Name:

Christopher D. Maher

Title:

President & CEO

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

DIVISION OF
  CORPORATION FINANCE

        June 3, 2015

Via E -mail
Mr. Christopher D. Maher
President and Chief Executive Officer
OceanFirst Financial Corp.
975 Hooper Avenue
Toms River, New Jersey 08753

Re:  OceanFirst Financial Corp.
Amendment No. 2 to Registration Statement on Form S -4
Filed  May 20, 201 5
File No. 333-203473

Dear Mr. Maher :

We have limited our review of your registration statement to those issues we have
addressed in our 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 registration statement and the
information you provide in response to these  comments, we may have  additional
comments.

Material United States Federal Income Tax Consequences of the Merger, page 58

1. We acknowledge your response to our letter to you dated May 8, 2015.  As we
requested, please revise this section  to remove all qualifying language, including
the ultimate paragraph in bold which describes this section as a summary and “not
a complete analysis or discussion” and the introductory clause in the third
paragraph on page 60 which states: “If the merger is  treated as a reorganization
under Section  368(a) of the Internal Revenue Code…”.

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

Mr. Christopher D. Maher
OceanFirst Financial Corp.
June 3, 2015
Page 2

 management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disc losures they have made.

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement , please provide a written statement
from the company acknowledging that:

 should the Commission or th e 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.

Please refer to Rules 460 and 461 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 under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offe ring of the securities specified in the
above registration statement.  Please allow adequate time  for us to review any
amendment prior to the requested effective date of the registration statement.

You may contact  Jonathan E. Gottlieb at  (202) 551 -3416 or me at (202) 551 -3464
if you have any questions.

Sincerely,

/s/Kathryn McHale

Kathryn McHale
Senior Staff Attorney

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

DIVISION OF
  CORPORATION FINANCE

        May 8, 2015

Via E -mail
Mr. Christopher D. Maher
President and Chief Executive Officer
OceanFirst Financial Corp.
975 Hooper Avenue
Toms River, New Jersey 08753

Re:  OceanFirst Financial Corp.
Registration Statement on Form S -4
Filed  April 17, 2015
Amendment No.  1 to Registration S tatement on Form S -4
Filed April 22, 201 5
File No. 333-203473

Dear Mr. Maher :

We have limited our review of your registration statement to those issues we have
addressed in our 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 registration statement and the
information you provide in response to these  comments, we may have  additional
comments.

Material United States Federal Income Tax Consequences of the Merger, page 57

1. We note you have elected to file a short form tax opinion.  Please revise this section
in its entirety to clearly  state the opinions of counsel and represent the discussion
constitutes th e opinion of Windels  Marx Lane &  Mittendorf, LLP.  In addition, please
remove all qualifying language, including the ultimate paragraph in bold which
describes this section as a summ ary and “not a complete analysis or discussion.”

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

Mr. Christopher D. Maher
OceanFirst Financial Corp.
May 8, 2015
Page 2

 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.
Notwithstanding our comments, in  the event you request acceleration of the
effective date of the pending registration statement , please provide a written statement
from the company acknowledging that:

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

Please refer to Rules 460 and 461 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 under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement.  Please allow adequate time  for us to review any
amendment prior to the requested effective date of the registration statement.

You may contact  Jonathan E. Gottlieb at  (202) 551 -3416 or me at (202) 551 -3464
if you have any questions.

Sincerely,

/s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

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

       DIVISION OF
CORPORATION FINANCE

October 19, 2009
 By U.S. Mail and facsimile: (732) 244-9012
John R. Garbarino
Chairman, President and Chief Executive Officer OceanFirst Financial Corp. 975 Hooper Avenue Toms River, New Jersey 08753
 Re: OceanFirst Financial Corp.
         Form 10-K for fiscal year ended December 31, 2008   Form 10-Q for the period ended June 30, 2009          File Number 001-11713
Dear Mr. Garbarino:

 We have completed our review of your  Annual Report on Form 10-K and related
filings and have no further comments at this time.
Sincerely,   Eric Envall Staff Attorney

CORRESP
1
filename1.htm

SEC RESPONSE LETTER

 VIA EDGAR

 October 2, 2009

 Christian Windsor

 Special Counsel

 Office of Financial Services

 United States

 Securities and Exchange Commission

 Division of Corporation Finance

 Washington, DC 20549

Re:
OceanFirst Financial Corp.
Form 10-K for Fiscal Year Ended December 31, 2008
Form 10-Q for the Period Ended June 30, 2009
File Number 001-11713

 Dear Mr. Windsor:

 Please accept this letter as our response to your comments of August 31, 2009 relating to your review of the above referenced filings.

 Form 10-K for the Fiscal Year Ended December 31, 2008

 General

1.
In the future, please include all sections incorporated into your 10-K from your annual report as part of your Exhibit 13. In particular, we note that the
Shareholder Information section used to incorporate your response to Item 5 of Form 10-K does not appear to be part of your Exhibit 13.

 In the future, we will include all sections incorporated into our 10-K from our annual report as part of our Exhibit 13, including the Shareholder Information section used to incorporate our response to
Item 5 of form 10-K.

 Origination, Sale, Servicing and Purchase of Loans, page 5

2.
Noting your liability for the repurchase of loans, please tell us and revise future filings to disclose the following:

A.
Please disclose updated information of your remaining total potential repurchase liability at each balance sheet date.

B.
Please disclose the amount of loans repurchased in each period, including the resulting loss.

C.
Please disclose the material assumptions relied on in determining the reserve for potential losses on loans that may have to be repurchased, including a comparison
of your assumptions to actual repurchases, clarifying and supporting why your assumptions are reasonable.

A.
Most of the Company’s potential repurchase liability relates to loans originated or sold by Columbia Home Loans (“Columbia”), the Bank’s mortgage
banking subsidiary. In September 2007, the Bank discontinued all loan origination activity at Columbia and their offices were subsequently closed. Columbia entered into loan sale agreements with investors in the normal course of business. The loan
sale agreements typically required Columbia to repurchase certain loans previously sold in the event of an early payment default, generally defined as the failure by the borrower to make a payment within a designated period early in the loan term
(usually during the first 30 to 90 days). Columbia may also have been required to repurchase loans in the event of a breach of a representation or warranty or a misrepresentation during the loan origination process.

 At December 31, 2008, Columbia had not originated or sold a loan in over one year and, therefore, the potential repurchase liability
relating to the early payment default period (the first 30 to 90 days) was zero. The liability for the repurchase of loans currently relates to loans which may be repurchased in the event of a breach of a representation or warranty or
misrepresentation during the loan origination process. These representations and warranties remain outstanding over the life of the loan, although the likelihood that a loan may be repurchased diminishes over time. Most of the higher risk loans
(e.g., subprime loans) sold by Columbia were sold servicing released, therefore, the Company is unable to determine the loan’s current outstanding balance. The Company also entered into negotiated settlements with most of Columbia’s loan
investors which reduced the Company’s repurchase liability in exchange for a cash settlement. Due to the open-ended nature of the representations and warranties and the absence of loan level data, the Company believes that the remaining total
potential repurchase liability cannot be determined in a meaningful manner. As noted in response (C), however, the Company has established a reserve for potential losses based on the assumptions noted in the response. Please note that on Page 5 of
the 10-K under Origination, Sale, Servicing and Purchase of Loans, the Company discloses the following loan data for Columbia for the years ended December 2007 and 2006 – total loans originated; subprime loans originated; and subprime loan
originations with 100% financing relative to the value of the underlying property.

 2

 A portion of the potential repurchase liability relates to prime loans sold by OceanFirst
Bank, exclusive of Columbia. Based upon the Company’s experience, however, the likelihood that one of these loans is repurchased was considered remote. The Company did consider these loans in the evaluation of the Reserve for Repurchased Loans
due to the recent repurchase experience of prime loans at Columbia and the change in the economic climate.

B.
The amount of loans repurchased in each period is disclosed in the statement of cash flows and was $968,000, $15,495,000 and $0, respectively, for the years ended
December 31, 2008, 2007 and 2006. Losses on loans repurchased are disclosed in the analysis of the reserve for repurchased loans (Note 13) and were $1,007,000, $10,662,000 and $0, respectively, for the years ended December 31, 2008, 2007
and 2006. Included in the losses on loans repurchased are negotiated settlements with loan investors. These settlements are in lieu of a possible loan repurchase. Included in the losses on loans repurchased are payments for negotiated settlements of
$785,000, $6,268,000 and $0, respectively, for the years ended December 31, 2008, 2007 and 2006.

C.
The material assumptions relied on to determine the reserve for potential losses at December 31, 2008 include the following:

•

 Specific Reserves

 A specific reserve was established for projected losses on outstanding repurchase requests. The specific reserve was based on the estimated fair market value of the underlying collateral.

•

 General Reserves

 In addition to the specific reserve, the Company established general reserves for various pools of loans considered likely to generate loan repurchase requests. These pools included: subprime loans
subject to negotiated settlements; subprime loans sold in a bulk “scratch and dent” sale (loans with a delinquent history or flaws in the loan documentation); and the sale of prime loans. A projected rate of return and a projected loss on
return was applied to each loan pool to arrive at a loss estimate. The assumption for each pool are as follows:

o
Reserve for Subprime Loans Subject to Negotiated Settlements

 The Company entered into negotiated settlements with many loan investors which mitigated the Company’s overall exposure to various representations and warranties. The Company estimated a limited rate
of return on these loans, projected at 0.50%. The projected loss on return was 50% due to the subprime nature of the loan, high loan-to-value financing, scheduled rate resets and declining home values. These loans

 3

were considered a higher risk level pool. As loan interest rates reset higher in 2009 from initial teaser levels, defaults were projected to increase significantly. Investors in the loans may
seek to put delinquent loans back to the Company as violations of representations and warranties may be uncovered.

 During
2008 there were no repurchase requests from investors who were a party to a negotiated settlement.

o
Reserve for Subprime Loans Sold in a Bulk Scratch and Dent Sale

 The bulk scratch and dent sale in June 2007 also required the Company to provide various representations and warranties. The projected rate of return was set at 0.50% which was consistent with the rate
used for negotiated settlements. The projected loss on return was 100% which was set higher than the 50% loss rate on negotiated settlements since the scratch and dent sale pool primarily consisted of second mortgages on loans with 100% financing.
Due to declining real estate values, there is likely to be little or no available collateral coverage.

 The Company had one
repurchase request relating to this pool of loans during 2008. The $500,000 loan represented 1.4% of the total scratch and dent loan pool and the loss on repurchase of $98,000 was 19.6% of the loan amount. In this instance, the loss related to a
first mortgage loan.

o
Reserve for the Sales of Prime Loans

 A reserve for prime loan repurchases was established based on the amount of loans sold during 2007 and 2008. A projected rate of return of 0.50% was applied, consistent with the rate used for subprime
loans. A projected loss on return of 30% was assessed; a reduction of 20% from the 50% rate used on subprime loans. Subprime loans typically included no or nominal down payments while prime loans (primarily those sold to a government agency) often
required a 20% down payment. As a result the loss experience on prime loans was projected to be less than that for subprime loans.

 During 2008 the Company received five repurchase requests on prime loans sold by Columbia. Two of the repurchase requests were settled without a loss. The third repurchase request on a $230,000 loan resulted in a realized loss of $115,000.
The fourth repurchase request on a $279,000 loan resulted in a realized loss of $9,000. The fifth repurchase request was on a $270,000 loan and the Company established a specific loss reserve of $81,000 on this loan. The three repurchase requests
reflecting losses totaled $779,000 and represented a rate of return of 0.17%. The $205,000 total loss represented a loss on return of 26.3%.

 4

o
The general reserves which were established were generally higher than actual loss experience, however, in establishing the Reserve for Repurchased Loans the Company
also considered several economic factors which were likely to adversely impact the Company’s loss experience. These factors included continuing weakness in the housing market and price declines in the local market; a nationwide recession with
significant decline in employment; and increasing delinquency and foreclosure rates on single family mortgage loans. Additionally, both FNMA and FHLMC have publicly stated their desire to carefully examine loan documentation with a goal of putting
an increasing amount of delinquent loans back to the originator.

 Proposed Disclosure

 The Company proposes to revise the disclosure in future filings to include the amount of loans repurchased in each period including the
resulting loss, the material assumptions relied on to determine the reserve for potential losses on loans, including a comparison of our assumptions to actual repurchases, clarifying and supporting why our assumptions are reasonable. We have
underlined the proposed Form 10-K disclosure to reflect the changes that would be made in future filings. The Company confirms that it will make such disclosure in future filings.

 FORM OF 10-K DISCLOSURE:

 At December 31, 2008 the Bank maintained a reserve for repurchased loans of $1.1 million related to potential losses on loans sold which may have to be repurchased due to an early payment default or
a violation of a representation or warranty. Provisions for losses are charged to gain on sale of loans and credited to the reserve while actual losses are charged to the reserve. The amount of loans repurchased was $968,000, $15,495,000 and $0,
respectively, for the years ended December 31, 2008, 2007 and 2006. Losses on loans repurchased were $1,007,000, $10,662,000 and $0, respectively, for the years ended December 31, 2008, 2007 and 2006. Included in the losses on loans
repurchased are negotiated settlements with loan investors. These settlements are in lieu of a possible loan repurchase. Included in the losses on loans repurchased are payments for negotiated settlements of $785,000, $6,268,000 and $0,
respectively, for the years ended December 31, 2008, 2007 and 2006.

 In order to estimate an appropriate reserve for
repurchased loans, the Bank considers recent and historical experience, product type and volume of recent whole loan sales and the general economic environment.

 The material assumptions relied on to determine the reserve for potential losses at December 31, 2008 include the following:

 5

•

 Specific Reserves

 A specific reserve was established for projected losses on outstanding repurchase requests. The specific reserve was based on the estimated fair market value of the underlying collateral.

•

 General Reserves

 In addition to the specific reserve, the Company established general reserves for various pools of loans considered likely to generate loan repurchase requests. These pools included: subprime loans
subject to negotiated settlements; subprime loans sold in a bulk “scratch and dent” sale (loans with a delinquent history or flaws in the loan documentation); and the sale of prime loans. A projected rate of return and a projected loss on
return was applied to each loan pool to arrive at a loss estimate.

o
Reserve for Subprime Loans Subject to Negotiated Settlements

 The Company entered into various negotiated settlements with many loan investors which mitigated the Company’s overall exposure to various representations and warranties. The Company estimated a
limited rate of return on these loans and a projected loss on return. The rate of return and loss on return were applied to a subset of the total loans subject to negotiated settlement – the adjustable-rate loans with rate resets through
December 31, 2009. These loans were considered a higher risk level pool. As loan interest rates reset higher in 2009 from initial teaser levels, defaults were projected to increase significantly. Investors in the loans may seek to put
delinquent loans back to the Company as violations of representations and warranties may be uncovered.

 During 2008
there were no repurchase requests from investors who were a party to negotiated settlements.

o
Reserve for Subprime Loans Sold in a Bulk Scratch and Dent Sale

 The bulk scratch and dent sale in June 2007 also required the Company to provide various representations and warranties. The projected rate of return was consistent with the rate used for negotiated
settlements. The projected loss on return was set higher than the loss rate on negotiated settlements since the scratch and dent sale pool primarily consisted of second mortgages on loans with 100% financing. Due to declining real estate values,
there is likely to be little or no available collateral coverage.

 6

 The Company had one repurchase request relating to this pool of loans during 2008. The
$500,000 loan represented 1.4% of the total scratch and dent loan pool and the loss on repurchase of $98,000 was 19.6% of the loan amount. In this instance, the loss related to a first mortgage loan.

o
Reserve for the Sales of Prime Loans

 A reserve for prime loan repurchases was established based on the amount of loans sold during 2007 and 2008. A projected rate of return was applied, consistent with the rate used for subprime loans. A
projected loss on return was assessed at a level less than the rate used on subprime loans. Subprime loans typically included no or nominal down payments while prime loans (primarily those sold to a government agency) often required a 20% down
payment. As a result the loss experience on prime loans was projected to be less than that for subprime loans.

 During
2008 the Company received five repurchase requests on prime loans sold by Columbia. Two of the repurchase requests were settled without a loss. The third repurchase request on a $230,000 loan resulted in a realized loss of $115,000. The fourth
repurchase request on a $279,000 loan resulted in a realized loss of $9,000. The fifth repurchase request was on a $270,000 loan and the Company established a specific loss reserve of $81,000 on this loan. The three repurchase requests reflecting
losses totaled $779,000 and represented a rate of return of 0.17%. The $205,000 total loss represented a loss on return of 26.3%.

o
The general res

CORRESP
1
filename1.htm

Correspondence

 VIA EDGAR

 September 15, 2009

 Eric Envall

 United States
Securities and Exchange Commission

 Washington, DC 20549

Re:
OceanFirst Financial Corp.

 Form 10-K for Year Ended
December 31, 2008

 Form 10-Q for Period Ended June 30, 2009

 File Number 001-11713

 Dear Mr. Envall:

 This is to confirm in writing my telephone conversation with you regarding an extension to October 2, 2009 of the time to respond to Mr. Windsor’s letter
of August 31, 2009 regarding the captioned matter. The Company needs the additional time to schedule review and response by its internal accounting department and outside auditors. I understand from our conversation that the October 2,
2009 extension is acceptable.

 Sincerely,

 /s/ Michael J. Fitzpatrick

Michael J. Fitzpatrick

Executive Vice President and Chief Financial Officer

 MJF:jrm

August 31, 2009
By U.S. Mail and facsimile: (732) 244-9012

John R. Garbarino
Chairman, President and Chief Executive Officer OceanFirst Financial Corp. 975 Hooper Avenue Toms River, New Jersey 08753
 Re: OceanFirst Financial Corp.
         Form 10-K for fiscal year ended December 31, 2008   Form 10-Q for the period ended June 30, 2009          File Number 001-11713

Dear Mr. Garbarino:

We have reviewed the above referenced filing and related materials and have the
following comments.  Where indicated, we thi nk your documents should be revised.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In other comments, where indicated, we think you should revise your document in response to these comments in future filings.  In your response, please indicate your intent to include the requested revision in future filings and provide us a draft of your proposed disclosures.  In some of our
comments, we may ask you to provide us with information so we may better understand your disclosures.  After reviewing this information, we may have additional comments.              The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2008

General

1. In the future, please include all sections incorporated into your 10-K from your annual report as part of your Exhibit 13.  In particular, we note that the Shareholder Information section used to incorporate your response to Item 5 of Form 10-K does not appear to be part of your Exhibit 13.

OceanFirst Financial Corp.
August 31, 2009
Page 2  Origination, Sale, Servicing and Purchase of Loans, page 5

 2. Noting your liability for the repurchase of loans, please tell us and revise future filings to disclose the following:

• Please disclose updated information of your remaining total potential repurchase liability at each balance sheet date.

• Please disclose the amount of loans repurchased in each period, including the resulting loss.

• Please disclose the material assumptions relied on determining the reserve for potential loses on loans that may have to be repurchased, including a comparison of your assumptions to actual repurchases, clarifying and supporting why your assumptions are reasonable.
 Exhibit 13.  Financial Statements

 Note 3.  Investments Securities Available for Sale, page 29

 3. We note the significant deterioration in the value of the corporate debt securities and the unrecognized loss greater than 12 months.  Please tell us and revise future filings to include the following:

• Please identify the eight issuers, their individual credit ratings at December 31, 2008 (including the lowest rating if there are multiple ratings), and the amount of your investment in each.  Please provide updated credit rating information for each quarter in 2009.

• Please provide a more detailed discussion of management’s analysis that was performed to determine that the impairments were other than temporary, including a discussion of how management considered illiquidity of the securities and severity and duration of the unrecognized losses.  Provide updated discussions for each quarter in 2009, including how changes in credit ratings between periods were considered in your analysis.

Note 14.  Fair Market Measurements, page 36

4. Noting the discussion of the illiquidity of your corporate bonds in your Form 10-K, please tell us and revise future filings to clarify how you determined that none of these securities should be classified as Level 3 under SFAS 157.  Include a discussion of management’s policy and procedures for reviewing information obtained from third party pricing vendors and security industry sources to ensure that the assumptions used to value these securities are reasonable and that no unobservable inputs were used in determining those assumptions, which would result in a Level 3 classification.

OceanFirst Financial Corp.
August 31, 2009
Page 3   Item 11.  Executive Compensation

 Compensation Discussion and Analysis, page 22 of Definitive Proxy Statement on Schedule 14A

 5. We note that your disclosure that performance metrics for your cash incentive awards for 2008 were based on return on equity, efficiency ratio, fee income and internal audit scores and what annual incentive payouts were made to each of your principal executive officers.

Please provide us with proposed revised disclosure and confirm that you will disclose the targets, trigger values and actual results of the performance goals for the relevant periods in future filings.  To the extent you believe that disclosure of the performance measures is not required because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide a detailed supplemental analysis supporting your conclusion.  In particular, your competitive harm analysis should clearly explain the nexus between disclosure of the performance measures and the competitive harm that is likely to result from disclosure.  Refer to Item 402(b)(2)(v) of Regulation S-K and Regulation S-K Complia nce and Disclosure Interpretation 118.04.
 Grants of Plan-Based Awards, page 28 of Definitive Proxy Statement on Schedule 14A

 6. Please remove in future filings the column captioned “Closing Market Price of Shares on the Date of Grant” as it is not part of the required table.  Refer to Item 402(d) of Regulation S-K.  If you have used the closing price to value the options, please revise the footnotes of the table accordingly.  Please refer to instruction 3 of Item 402(d).

Item 13.  Certain Relationships and Related Transactions and Director Independence, page 43 of
Definitive Proxy Statement on Schedule 14A
 7. We note your disclosure in this section that you offer residential loans to executive officers on terms not available to the public.  Please provide the staff with the information required by Section 404(a)(1-6) of Regulation S-K for transactions with related parties in excess of $120,000 that were not made on the same terms (including interest rates and fees charged) as those available to persons not related to the lender .
Please represent to the staff that this disclosure will be included in future filings with the SEC.

Form 10-Q for the period ended June 30, 2009

Changes in Stockholders’ Equity, page 3

OceanFirst Financial Corp.
August 31, 2009
Page 4  8. We note that you report an unrecognized loss on securities available for sale of $1,106,000, net of a tax benefit, in determining comprehensive income for the period ended June 30, 2009.  Please tell us and revise future filings to clarify why you have apparently added back that loss to net income to arrive at total comprehensive income rather than subtracting it.
 Note 11.  Issuance of Preferred Stock, page 12

 9. You state on page 13 that you allocated the proceeds from the issuance of the preferred stock to the preferred stock and the warrants based on their relative fair values.  Please address the following regarding this disclosure:

• Clearly identify the methodology and assumptions used to calculate the fair value of the preferred stock.

• Quantify the discount rate used to value the preferred stock.
 • Clearly identify the methodology and assumptions used to value the warrants.

   *  *  *  *  *
  Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please submit all correspondence and supplemental materials on EDGAR.  Please furnish a cover letter that keys your response to our comments, provide any requested information and provide us drafts of proposed revisions to future filings in response to our comments.  Please understand that we may have additional comments after reviewing any amendment and your response to our comments.    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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 connection with responding to our comments, please provide, in writing, a 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

OceanFirst Financial Corp.
August 31, 2009 Page 5
• 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.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.   Please direct any questions on accounting matters to Paul Cline at 202-551-3851, or to Kevin Vaughn, Accounting Branch Chief, at 202-551- 3494.  Please direct any other questions to
Eric Envall at 202-551-3234, or to me at 202-551-3419.
 Sincerely,
        Christian Windsor  Special Counsel  Office of Financial Services

July 31, 2009
 John R. Garbarino President  OceanFirst financial Corp. 975 Hooper Avenue Toms River, New Jersey  08754
Re: OceanFirst Financial Corp.
       Form S-4, filed July 29, 2009        File Number 333-160873

Dear Mr. Garbarino:
We have monitored your Form S-4 with respect to the following comment.  Where
indicated, we think you should revise your documents in response to our comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information we may have additional comments.
The purpose of our review process is to assist you in your compliance with the applicable
disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone number listed at the end of this letter.
Summary, page 1

Given the operating environment for financial companies and the performance of the two companies involved, please provide a recent developments section to address any new, material information about the operations of both companies since March 31, 2009.  Please include     June 30 capsule information, if available, togeth er with appropriate textual discussion of your
results.  Consider also for your risk factors section.
         *  *  *  *  *

OceanFirst Financial Corp.
July 31, 2009 Page 2

Closing Comments

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.
Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  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.   Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, 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 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 defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.

OceanFirst Financial Corp.
July 31, 2009 Page 3
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.
 Please direct any questions to me at 202-551-3421.

       S i n c e r e l y ,
           David Lyon
Senior Financial Analysis
          By FAX to:  John Bruno                     202-521-4203

Mail Stop 4561         February 21, 2008   Mr. John R. Garbarino Chairman of the Board, President, and Chief Executive Officer and Director OceanFirst Financial Corp. 975 Hooper Avenue, Toms River, New Jersey  08753

Re: OceanFirst Financial Corp.
 Form 10-K for Fiscal Year Ended December 31, 2006
Forms 10-Q for Fiscal Quarters Ended March 31, 2007 and June 30, 2007

Dear Mr. Garbarino:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Kevin W. Vaughn
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence Letter

 October 18, 2007

 Kevin W. Vaughn

 Accounting Branch Chief

 Mail Stop
4561

 United States

 Securities and Exchange Commission

 Division of Corporation Finance

 Washington, DC 20549

Re:

OceanFirst Financial Corp.

Form 10-K for Fiscal Year Ended December 31, 2006

Forms 10-Q for Fiscal Quarters Ended March 31, 2007 and June 30, 2007

 Dear Mr. Vaughn:

 Please accept this letter as our response to your comments of September 25, 2007 relating to your review of the above referenced filings.

 Form 10-K for the Fiscal Year Ended December 31, 2006

 Item 9A. Controls and Procedures, page 34

1.
We note management’s assessment of the internal controls over financial reporting identified a material weakness as the policies and procedures were not effective to provide
for the proper evaluation and assessment of the adequacy of the reserve for repurchased loans. The disclosure on page 34 indicated that this deficiency resulted in material misstatements in the reserve for repurchased loans and amounts recorded as a
gain on sale of loans, however, the misstatements have been corrected in the financial statements included in the Form 10-K. Please tell us:

•

 the amount of the misstatements that resulted;

•

 how these misstatements were corrected;

•

 if any other errors were corrected at the time; and

•

 how you determined the reserve for repurchased loans was adequate at December 31, 2006.

•

 The amount of the misstatement was $9.6 million. Subsequent to December 31, 2006 and after issuance of the Company’s earnings press release on
January 18, 2007, but before filing of the Company’s Form 10-K, senior executives of the Company learned of a higher than expected incidence of demands for repurchase on loans sold by Columbia Home Loans, LLC, (“Columbia”), the
Company’s mortgage banking subsidiary, due to early payment defaults. Upon further investigation, the Company learned that Columbia officers failed to report to Company management the demands for repurchase due to early payment default in
accordance with the Company’s established procedures.

•

 On January 19, 2007, the Company filed Form 8-K which included as an Exhibit, the Company’s January 18, 2007 press release announcing financial
results for the quarter and year ended December 31, 2006. On March 27, 2007, the Company filed Form 8-K/A which included as an Exhibit, the Company’s March 23, 2007 press release announcing revised financial results for the
quarter and year ended December 31, 2006.

•

 There were no other errors corrected as part of the form 8-K/A filing. However, the increase in the reserve for repurchased loans caused the Company to not meet
financial targets for certain executive officers to be paid a bonus under the Company’s incentive compensation program. Accordingly, no bonuses were paid to the named executive officers and the revised financial results also reflected a
reduction of $275,000 in compensation expense.

•

 The reserve for repurchased loans includes a reserve for loan repurchase claims actually received and a reserve for loans sold during 2006 for which the Company has
not yet received a claim for repurchase, but for which repurchase claims are probable. The Company performed the following procedures and analysis to determine the adequacy of the reserve for repurchased loans:

•

 The Company evaluated all loan repurchase claims received. The evaluation of loan repurchase requests was segmented into various tranches including (i) loans
which were secured only by a second lien mortgage; (ii) loans with a first lien mortgage where performance according to contractual terms was considered unlikely; (iii) loans with a first lien mortgage where performance to contractual
terms was considered likely; and (iv) loans which experienced an early payment default, but are now current and the investor agreed to an extended monitoring period for an early payment default claim.

•

 To determine estimated loss exposure and whether payment was considered likely or unlikely, the Company performed the following procedures for each loan for which a
repurchase request was received:

(i)
Current credit reports were obtained, analyzed and compared to the credit status at time of the loan application;

 2

(ii)
Desk reviews of appraisals were ordered from a certified appraisal firm and compared with original appraisal results on file;

(iii)
Phone calls were placed to the borrower’s residence and business phone numbers listed on the application to verify these contact points were accurate;

(iv)
Where possible, conversations were held with borrowers to determine current payment status and, where the loan was not current, to determine the propensity of the borrower to bring
the obligation current.

 Based upon the results of these procedures, an estimated loss reserve was individually assigned to
each loan for which a repurchase request was received.

•

 The reserve for repurchased loans also includes an estimated loss for loans sold during 2006 for which the Company had not yet received a claim for repurchase, but
for which some repurchase claims were probable. The procedures taken to estimate this loss included:

(i)
Determine the aggregate amount of 2006 loan production for which repurchase claims may still be received. This estimate was based on an analysis of repurchase claims received as
compared to the month the loan was originated.

(ii)
Determine the estimated amount of expected repurchase claims on the aggregate loan production calculated in (i). This estimate was based on actual experience.

(iii)
Determine an estimated loss rate to apply to the expected repurchase claims calculated in (ii). The loss rate was estimated based on the analysis used above to determine the
expected losses on actual repurchase claims received.

 Exhibit 13

 Management’s Discussion and Analysis

 Comparison of Financial Condition at December 31, 2006
and December 31, 2005, page 11

2.
We note on page 11 that the increase in mortgage loans held for sale increased $50.9 million to a balance of $82.9 million at December 31, 2006 and that the increase
occurred primarily at Columbia. Please tell us the amount of subprime loan products classified as held for sale at December 31, 2006.

 3

 The amount of subprime loan products classified as held for sale at December 31, 2006 was $35.5
million, all of which was held at Columbia.

 Cash Earnings, page 14

3.
Please address the following regarding your presentation of Cash Earnings and similar non-GAAP measures in future filings to help us determine whether your measures are
prohibited and if not, to provide additional disclosures in future filings to improve the transparency of the measures and related disclosures:

A.
In light of your description of the measure and the adjustments made to Net Income to arrive at “Cash Earnings,” tell us why you believe it is appropriate to title your
non-GAAP measure “Cash Earnings” since, in fact, it does not adjust for all non-cash transactions. Also, tell us why you believe it is appropriate to characterize this measure as “the change in stockholders’ equity.”

 The non-GAAP measure is characterized as the change in stockholders’ equity because it represents GAAP earnings plus
those expense items which do not affect tangible stockholders’ equity as follows:

•

 Expenses for stock awards and the ESOP fair market value adjustment are offset by credits to additional paid-in capital.

•

 The expense relating to the allocation of ESOP stock is offset by a credit to an ESOP contra-equity account.

•

 The expense relating to the amortization of intangible assets does not affect tangible stockholders’ equity as intangible assets are excluded from this amount.

 We use the term “Cash Earnings” to mean the GAAP earnings plus those expense items which do not affect
tangible stockholders’ equity.

B.
Considering the recurring nature of the amounts excluded, tell us how you considered the guidance of Question 8 of the Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures as well as Item 10(e)(1)(ii)(B) of Regulation S-K.

 In response to Question 8, the non-GAAP
measure presented was not used to smooth earnings as the expense items were generally consistent from period to period. The item was included because the Company believed the information was useful to investors despite its recurring nature. The
Company believes that growth in stockholders’ equity is a critical measure for a company as it reflects the company’s ability to repurchase shares, pay dividends and continue to grow. Growth in stockholders’ equity is especially
important for a financial institution which is required to meet certain regulatory capital requirements. As noted in the response to (A) above, the non-GAAP measure presented reflects growth in tangible stockholders’ equity as the expense
items are fully offset by related credits to the Company’s equity accounts.

 4

C.
For each of the various non-GAAP measures presented, please more clearly disclose how the measure is helpful to an investor’s understanding of your results of operations.
Refer to Item 10(e)(1)(i)(C) of Regulation S-K.

 As noted in (A) and (B) above, the non-GAAP measures
presented all reflect growth in tangible stockholders’ equity which is a measure of a Company’s ability to repurchase shares, pay dividends and continue to grow. The Company has historically maintained an active share repurchase program
and paid an attractive cash dividend. Additionally, valuations of financial institutions are often measured as a multiple of tangible capital, making growth in tangible stockholders’ equity a key metric for an investor.

D.
Please clearly disclose how you use each of the non-GAAP financial measures. Please provide specific examples. Refer to Item 10(e)(1)(i)(D) of Regulation S-K. If you do not
use certain of the measures presented, disclose that fact and identify which measures are not used.

 The Company does not
specifically use any of the non-GAAP measures presented. As discussed in (C) above, the non-GAAP measures are presented because the Company believes that growth in tangible stockholders’ equity is a key metric for an investor.

E.
Tell us how you considered the guidance of Question 11 of the Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures related to your presentations of Basic
and Diluted Cash Earnings Per Share. Please revise similar presentations in future filings to eliminate this measure or revise to support its usefulness.

 Question 11 of the Frequently Asked Questions Regarding the use of Non-GAAP Financial Measures States that “. . . certain non-GAAP financial measures may be meaningful from an operating viewpoint.” As noted
in (C) above, the Company believes that growth in tangible stockholders’ equity is a key investor metric. The per share data reflected in the non-GAAP financial measures represents the amount of earnings contributed to tangible stockholder
equity on a per share basis and its presentation is consistent with the presentation of cash earnings, as defined.

F.
If you are able to support that this measure is not prohibited, revise to clearly identify the numerous limitations and address how you overcome them. For instance, disclose the
fact that the per share measure you present does not depict the amount that accrues directly to shareholders’ benefit.

 The Company believes that earnings relating to the growth of tangible stockholders’ equity is a key investor metric. The Company also notes, however, that the Consolidated Statement of Changes in Stockholders’ Equity provides
enough information for an informed investor to calculate “cash earnings” in the same manner as the Company. Therefore, the Company has decided to discontinue its presentation in future filings.

 5

G.
Please provide us with examples of your proposed revised disclosures.

 As noted in (F) above, the Company has decided to discontinue the presentation of this non-GAAP measure in future filings.

 Note 1 – Summary of Significant Accounting Policies, page 25

 Mortgage Loans Held-for-Sale, page 25

4.
Please tell us and revise future filings to disclose how you determine classification of loans as held-for-sale or held-for-portfolio. Clearly disclose the triggers for
classification as held-for-sale upon origination and the triggers for reclassification to held-for-sale subsequent to origination.

 Columbia, as a mortgage banker, sold virtually all loan production except that the Bank may purchase adjustable-rate and fixed-rate mortgage loans originated by Columbia for inclusion in its held-for-investment loan portfolio. (Refer to
Form 10-K – Origination, Sale, Servicing and Purchase of Loans, page 5). The Bank has generally purchased from Columbia adjustable-rate loans with prime credit quality. The Bank also periodically sells part of its own mortgage production in
order to manage interest rate risk and liquidity. The Bank has generally sold fixed-rate mortgage loans with final maturities in excess of 15 years and, occasionally adjustable-rate loans. In determining whether to retain mortgages, management
considers the Company’s overall interest rate risk position, the volume of such loans, the loan yield and the types and amount of funding sources. The Company periodically retains mortgage loan production in order to improve yields and increase
balance sheet leverage.

 In June of 2007 repurchased loans which were classified as held-for investment upon repurchase were sold. These
loans were included with a bulk sale of loans held-for-sale and were sold because the Company intended to reduce its overall exposure to subprime loans. Of the loans held-for-investment portfolio, only those loans previously repurchased were
included in the bulk sale. Other than this sale of repurchased loans, the Company has not had a history of reclassifying loans from held-for-investment to held-for-sale subsequent to origination.

 Reserve for Repurchased Loans, page 25

5.
We note the reserve for repurchased loans was $9.6 million and zero at December 31, 2006 and 2005, respectively. Please tell us and revise future filings to:

•

 Disclose if the reserve for repurchased loans is solely for the subprime loan product for 100% financing offered during 2006 and if there is any exposure related
to other loans sold.

•

 Provide a rollforward of the activity related to the reserve for repurchased loans for the year ended December 31, 2006.

 6

 In establishing the reserve for repurchased loans, the Company considered all types of loans sold during
2006. However, the actual types of loans which resulted in loss estimates included subprime loans with 100% financing, all other subprime loans and a small amount of Alt-A loans.

 A rollforward of the reserve for repurchased loans for the year ended December 31, 2006 is as follows (dollars in thousands):

 Balance at beginning of year

$
 —

 Provision charged to operations

$
9,600

 Loss on loans repurchased

$
—

 Balance at end of year

$
9,600

 Future filings will include more detailed disclosure on the types of loan exposures considered in
the reserve for repurchased loans and will also include a rollforward of the reserve for repurchased loans.

 Note 13 – Commitments,
Contingencies and Concentrations of Credit Risk, page 33

6.
You disclose that you enter into loan sales agreements with investors that require the Company to repurchase loans previously sold in the event of an Early Payment Default or a
violation of various representations and warranties customary to the mortgage banking industry. In light of the continuing involvement, please tell us how you determined the sale of these loans meet each of the sales criteria of paragraph 9
of SFAS 140, considering the specific terms of the loan sales agreement. Clearly identify in your response the parameters for when you are required to rep

Mail Stop 4561         September 25, 2007   Mr. John R. Garbarino Chairman of the Board, President, and Chief Executive Officer and Director OceanFirst Financial Corp. 975 Hooper Avenue, Toms River, New Jersey  08753

Re: OceanFirst Financial Corp.
 Form 10-K for Fiscal Year Ended December 31, 2006
Forms 10-Q for Fiscal Quarters Ended March 31, 2007 and June 30, 2007

Dear Mr. Garbarino:
 We have reviewed the above referenced filings and have the following comments.
We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to ot her portions of your documents.  In our
comments, we ask you to provide us with in formation so we may better understand your
disclosure.  After reviewing this informati on, we may raise additional comments.  Where
indicated, we think you should revise your document in response to this comment in future filings.  In your response, please i ndicate your intent to include the requested
revision in future filings and provide  us with your proposed disclosures.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2006

Item 9A. Controls and Procedures, page 34

1. We note management’s assessment of the internal controls over financial
reporting identified a material weakness as  the policies and procedures were not
effective to provide for the proper evaluation and assessment of the adequacy of

Mr. John R. Garbarino
OceanFirst Financial Corp.
September 25, 2007 Page 2

the reserve for repurchased loans.  The di sclosure on page 34 indicated that this
deficiency resulted in material misstatem ents in the reserve for repurchased loans
and amounts recorded as a gain on sale of  loans, however the misstatements have
been corrected in the financial statements included in the Form 10-K.  Please tell
us:

• the amount of the misstatements that resulted,
• how these misstatements were corrected,
• if any other errors were corrected at the time, and
• how you determined the reserve for repurchased loans was adequate at
December 31, 2006.
Exhibit 13

Management’s Discussion and Analysis
 Comparison of Financial Condition at December 31, 2006 and December 31, 2005, page
11

2. We note on page 11 that the increase in mo rtgage loans held for sale increased
$50.9 million to a balance of  $82.9 million at December 31, 2006 and that the
increase occurred primarily at Columbia.  Please tell us the amount of subprime loan products classified as held for sale at December 31, 2006.

Cash Earnings, page 14

3. Please address the following regarding your presentation of Cash Earnings and
similar non-GAAP measures in future filings to help us determine whether your measures are prohibited and if not, to provide additional disclosures in future filings to improve the transparency of th e measures and related disclosures:

• In light of your description of the measure and the adjustments made to
Net Income to arrive at “Cash Earn ings”, tell us why you believe it is
appropriate to title your  non-GAAP measure “Cash Earnings” since in fact
it does not adjust for all non-cash tran sactions.  Also, tell us why you
believe it is appropriate to characteri ze this measure as “the change in
stockholders’ equity”.

• Considering the recurring nature of  the amounts excluded, tell us how you
considered the guidance of Question 8 of the Frequently Asked Questions Regarding the Use of Non-GAAP Fina ncial Measures as well as Item
10(e)(1)(ii)(B) of Regulation S-K.

Mr. John R. Garbarino
OceanFirst Financial Corp.
September 25, 2007 Page 3

• For each of the various non-GAAP measures presented, please more
clearly disclose how the measure is he lpful to an invest or’s understanding
of your results of operations.  Refer to Item 10(e)(1)(i)(C) of Regulation
S-K.

• Please clearly disclose how you us e each of the non-GAAP financial
measures.  Please provide specific examples.  Refer to Item 10(e)(1)(i)(D)
of Regulation S-K.  If you do not use certain of the measures presented,
disclose that fact and identify which measures are not used.

• Tell us how you considered the guidan ce of Question 11 of the Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures
related to your presenta tions of Basic and Diluted Cash Earnings Per
Share.  Please revise similar presentations in future filings to eliminate this measure or revise to support its usefulness.

• If you are able to support  that this measure is not prohibited, revise to
clearly identify the numerous limitations and address how you overcome them.  For instance, disclose the fact that the per share measure you present does not depict the amount that  accrues directly to shareholders'
benefit.

• Please provide us with examples of your proposed revised disclosures.
 Note 1 – Summary of Significan t Accounting Policies, page 25

 Mortgage Loans Held-for-Sale, page 25

4. Please tell us and revise future filings to disclose how you determine classification
of loans as held-for-sale or  held-for-portfolio.  Clearly  disclose the triggers for
classification as held-for-s ale upon origination and the triggers for reclassification
to held-for-sale subseque nt to origination.

Reserve for Repurchased Loans, page 25

5. We note the reserve for repurchased loans was $9.6 million and zero at December
31, 2006 and 2005, respectively.  Please tell us and revise future filings to

• disclose if the reserve for repurchased loans is sole ly for the subprime loan
product for 100% financing offered during 2006 and if there is any
exposure related to other loans sold.
• provide a rollforward of the activity re lated to the reserve for repurchased
loans for the year ended December 31, 2006.

Mr. John R. Garbarino
OceanFirst Financial Corp.
September 25, 2007 Page 4

Note 13 – Commitments, Contingencies and Concentrations of Credit Risk, page 33

6. You disclose that you enter into loan sale s agreements with investors that require
the Company to repurchase loans previously sold in the event of an Early
Payment Default or a violation of va rious representations and warranties
customary to the mortgage banking i ndustry.  In light of the continuing
involvement, please tell us how you determ ined the sale of these loans meet each
of the sales criteria of paragraph 9 of SFAS 140, considering the specific terms of
the loan sales agreement.  Clearly iden tify in your response the parameters for
when you are required to repurchase a loan.  Tell us whether these transfers were
in the form of a one-step or a two-step sa le.  If you have a tr ue sale legal opinion
covering these specific transactions , please tell us that fact.
 Note 14 – Fair Value of Financial Instruments, page 34

7. We note the fair value of ‘Loans receivab le and mortgage loans held for sale’ was
approximately $3.2 million less than the book value at December 31, 2006.  Please tell us how much of this difference relates to mortgage loans held for sale
and how you evaluated the need for a lower cost or market adjustment to record
these loans at fair value at December 31, 2006.

Form 10-Q for the Quarterly Period Ended March 31, 2007

Note 3 – Reserve for Repurchased Loans, page 7

8. We note the Bank repurchased $13.9 million in loans from investors during the three months ended March 31, 2007 and had unresolved loan repurchase requests
of $40.5 million at March 31, 2007.  Please tell us how you determined the reserve for repurchased loans of $9.8 million at March 31, 2007 was the best estimate of losses on loans repurchased.  Sp ecifically tell us if the charge of $4.0
million to increase the reserve was specifi cally identifiable to loans sold during
the three month period ended March 31, 2007, and if not, tell us how you
determined that some portion of such additional charge was not warranted at December 31, 2006.

9. We note you recognized a $7.1 million charge to reduce subprime loans held for sale to their current fair market valu e at March 31, 2007.  Pl ease tell us if the
charge was specifically identifiable to loans  repurchased during the three month period ended March 31, 2007, and if not, te ll us how you determined that some
portion of such additional charge was not warranted at December 31, 2006.
 Item 4. Controls and Procedures, page 16

Mr. John R. Garbarino
OceanFirst Financial Corp.
September 25, 2007 Page 5

10. We note the disclosure that  performed additional analys es and procedures were
performed by the Company in light of the material weakness related to the
adequacy of the reserve for repurchased  loans.  Please tell us the additional
analyses and procedures performed and how  you used the results of such analyses
and procedures to determine the adequacy of the reserve for repurchased loans at March 31, 2007.
 Form 10-Q for the Quarterly Period Ended June 30, 2007

Consolidated Statements of Cash Flows, page 4

11. We note you classified the cash outflows for loans repurchased as an investing
activity in the Consolidated Statement of  Cash Flows for the three months ended
March 31, 2007, and then present such cash outflows as  an operating activity in
the Consolidated Statement of Cash Fl ows for the six months ended June 30,
2007.  Please tell us your basis for the reclassification of the cash outflows for
loans repurchased and identify the specific GAAP literature on which you relied.
Tell us how you determined that an amen dment to the Form 10-Q for the period
ended March 31, 2007 was not warranted.

* * *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides the requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
   In connection with responding to our comments, please provide, in writing, a 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

Mr. John R. Garbarino
OceanFirst Financial Corp. September 25, 2007 Page 6

‚ 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Matthew Komar, Staff Accountant, at (202) 551-3781 or me at
(202) 551-3494, if you have questions regarding the comments on the financial statements and related matters.
Sincerely,

Kevin W. Vaughn
        A c c o u n t i n g  B r a n c h  C h i e f