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| | Michael J. Fitzpatrick Executive Vice President Chief Financial Officer |
August 6, 2009
Mr. Todd K. Schiffman
Assistant Director
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE, Mail Stop 4561
Washington, D.C. 20549-7010
| | Re: | OceanFirst Financial Corp. |
| | | Registration Statement of Form S-4 |
Dear Mr. Schiffman:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, OceanFirst Financial Corp. (the “Registrant”) hereby requests acceleration of effectiveness of its Registration Statement on Form S-4, (File No. 333-160873), to August 6, 2009 at 11:00 a.m. Eastern Time, or as soon as possible thereafter.
In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:
Should the Securities and Exchange Commission (the “Commission”) or staff, acting pursuant to delegated authority, declare the filing effective, this does not foreclose the Commission from taking any action with respect to the filing. The action of the Commission or staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing. The Registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the securities laws of the United States.
OceanFirst Financial Corp. • 975 Hooper Avenue • Toms River, NJ 08754-2009 • 732.240.4500 tel •www.oceanfirst.com
Mr. Todd K. Schiffman
August 6, 2009
Page 2
Please contact John Bruno of Locke Lord Bissell & Liddell LLP at (202) 220-6963 with any questions you may have concerning this request. In addition, please notify Mr. Bruno when this request for acceleration has been granted.
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| Very truly yours, |
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| /s/ Michael J. Fitzpatrick |
Michael J. Fitzpatrick |
Executive Vice President/Chief Financial Officer |
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| cc: | | David Lyon |
| | U.S. Securities and Exchange Commission |
| |
| | John Bruno, Esq. |
| | Locke Lord Bissell & Liddell LLP |
OceanFirst Financial Corp. • 975 Hooper Avenue • Toms River, NJ 08754-2009 • 732.240.4500 tel •www.oceanfirst.com
