November 2, 2004

Steven E. Brady
President
Ocean Shore Holding Company
1001 Asbury Avenue
Ocean City, New Jersey  08226

RE:	Ocean Shore Holding Company
	Form S-1, Amendment No. 1 filed October 22, 2004
	File No. 333-118597

Dear Mr. Brady:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  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 or may not raise
additional
comments.

      Please understand that 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-1
Possible Change in Offering Range- page 4

1. Please clarify that if your final appraisal exceeds the
Supermax
that you will promptly return all subscription funds and determine
whether to set a new offering range and commence a new stock
offering.


After Market Performance- page 5

2. We confirm your agreement to revise the table consistent with
prior comment 8.

3. Please reverse the order of the first three subsections in the
table so that MHC/ first step deals are first.  In addition,
please
disclose the differences between the other 2 subsets of
transactions
and the MHC/ first step deals.

4. Please provide a blank line/ space before the "Average- all
conversions" line item to facilitate reader comprehension.

Note 2- Summary of Significant Accounting Policies- Deferred Loan
Fees- page F-8

5. We note your revised disclosure in response to our prior
comment
23.  Please revise to describe how you account for unamortized net
fees or costs and any prepayment penalties from the original loan,
when it is modified.  In addition, please clarify whether modified
loans are accounted for as if they were new loans.  Refer to
paragraphs 12 and 13 of FAS 91.

Note 2- Summary of Significant Accounting Policies- Allowance for
Loan Losses- page F-9

6. We note your revised disclosure in response to our prior
comment
27.  Please revise to clarify whether interest income previously
accrued, but not collected is reversed out of income when loans
are
placed on non-accrual status.

Note 6- Office Properties and Equipment, Net- page F-19

7. We note your supplemental response to our prior comment 31.
Please revise to disclose this information in this note and
quantify
the amount of the equipment disposed of, if material.

Note 15- Disclosure of Fair Value of Financial Instruments- page
F-27

8. We note your supplemental response to our prior comment 35.  To
avoid confusion, please remove the reference to standby letters of
credit and letters of credit from this footnote.

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 direct your attention to Rule 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 the
request at least two business days in advance of the requested
effective date.

	Direct all accounting questions to Sharon Johnson at (202)
942-
2961 or to Joyce Sweeney, Senior Accountant, at (202) 942-1939.
All
other questions should be directed to David Lyon at (202) 942-1796
or
to me at (202) 942-1779.


							Sincerely



							Barry McCarty
							Senior Counsel