August 7, 2007


Mail-Stop 4561


Mr. John W. Alexander
Chairman, President and Chief Executive Officer
Northfield Bancorp, Inc.
1731 Victory Boulevard
Staten Island, New York 10314

Re:	Northfield Bancorp, Inc.
	Amendment No. 1 to Form S-1
	Filed July 31, 2007
	File No. 333-143643


Dear Mr. Alexander:

      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
information so we may better understand your disclosure.  After
reviewing this information, we may raise 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 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
Holding Company Prospectus
Our Officers, Directors and Employees..., page 9
1. Revise to indicate whether the Company`s current intentions are
to
adopt the plans prior to or after the one year period. If no
decision
has been made, revise to add a risk factor that describes the
potential significant increase in benefit costs and dilution to
existing holders if the Company waits until after one year before
adopting.

How We Intend to Use the Proceeds..., page 13
2. Revise to disclose if the are any arrangements, agreements
and/or
understandings to make any acquisitions.

      *			*			*			*


      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 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 filing to be certain that the
filing includes all information required under the Securities Act
of
1933 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.

      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 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, 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 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.

	The accounting staff are reviewing the accounting responses
and
may have additional comments based upon their review. Any
questions
regarding the accounting comments may be directed to Michael
Volley
at (202) 551-3437 or Kevin Vaughn at (202) 551-3437.  All other
questions may be directed to Michael Clampitt at (202) 551-3434 or
to
me at (202) 551-3698.



							Sincerely,


							Mark Webb
							Branch Chief
							Financial Services Group


CC:	Ned Quint, Esq.
	Luse Gorman Pomerenk & Schick P.C.
	5335 Wisconsin Avenue N.W., Suite 400
	Washington, DC 20015
	Phone (202) 274-2007
	Facsimile (202) 362-2902





Mr. John W. Alexander
Northfield Bancorp, Inc.
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