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 ordavid.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 |
