As filed with the Securities and Exchange Registration No. ____________
Commission on August 15, 2005

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

OCEAN SHORE HOLDING CO.
(exact name of registrant as specified in its charter)

United States 22-3584037
------------- -----------------------
State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

1001 Asbury Avenue
Ocean City, New Jersey 08226
(609) 399-0012
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Ocean Shore Holding Co. 2005 Equity Incentive Plan
---------------------------------------------------
(Full Title of the Plan)

Copies to:
Steven E. Brady Paul M. Aguggia, Esq.
President and Chief Executive Officer Aaron M. Kaslow, Esq.
Ocean Shore Holding Co. Muldoon Murphy & Aguggia LLP
1001 Asbury Avenue 5101 Wisconsin Avenue, N.W.
Ocean City, New Jersey 08226 Washington, D.C. 20016
(609) 399-0012 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

- -------------------------------------------------------------------------------------------
Proposed
Title of (1)Maximum Proposed Maximum Amount of
Securities to be Amount Offering Price Aggregate Offering Registration
Registered to be Registered Per Share Price Fee
- -------------------------------------------------------------------------------------------

Common Stock
$.01 par Value 601,123 (2) $11.58 (3) $6,961,005 $820
==================== ================ ============== ================ =============

(1)Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Ocean Shore Holding Co. 2005 Equity Incentive Plan (the "Plan") as the
result of a stock split, stock dividend or similar adjustment to the
outstanding common stock of Ocean Shore Holding Co. (the "Common Stock")
pursuant to 17 C.F.R. Section 230.416(a).
(2)Represents the shares which may be issued as stock awards or upon the
exercise of options to purchase shares of Ocean Shore Holding Co. common
stock under the Plan.
(3)Estimated solely for the purpose of calculating the registration fee. The
average of the high and low price of the Common Stock as reported on August
11, 2005 in accordance with 17 C.F.R. Section 230.457(c).

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. Section.230.462.

OCEAN SHORE HOLDING CO.

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the Ocean Shore
Holding Co. 2005 Equity Incentive Plan (the "Plan") specified by Part I of this
Registration Statement will be sent or given to the participants in the Plan as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed or to be filed by Ocean Shore Holding Co.
(the "Registrant" or the "Corporation") with the SEC are incorporated by
reference in this Registration Statement:

(a) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2005 (File No. 000-51000) and June 30, 2005 (File No. 000-51000),
filed with the SEC on May 13, 2005 and August 11, 2005, respectively.

(b) The Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, which includes the consolidated statements of financial
condition as of December 31, 2004 and 2003 and the related consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the three years in the period ended December 31, 2004, filed with the SEC on
March 30, 2005 (File No. 000-51000).

(c) A description of the Corporation's securities contained in its Form
8-A12G, filed with the SEC on October 25, 2004 (File No. 000-51000).

(d) All documents filed by the Registrant and the Plan, where applicable,
pursuant to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
deregisters all securities then remaining unsold.

Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4. Description of Securities

The Common Stock to be offered pursuant to the Plan has been registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR

The Registrant (also referred to herein as the "Holding Company") shall
indemnify its directors and employees in accordance with the following provision
from the Registrant's Bylaws:

ARTICLE XI
INDEMNIFICATION

The Holding Company shall indemnify all officers, directors and employees
of the Holding Company, and their heirs, executors and administrators, to
the fullest extent permitted under federal law against all expenses and
liabilities reasonably incurred by them in connection with or arising out
of any action, suit or proceeding in which they may be involved by reason
of their having been a director or officer of the Holding Company, whether
or not they continue to be a director or officer at the time of incurring
such expenses or liabilities, such expenses and liabilities to include,
but not be limited to, judgments, court costs and attorneys' fees and the
cost of reasonable settlements.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

None.

ITEM 8. EXHIBITS

The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

List of Exhibits (filed herewith unless otherwise noted):

5.0 Opinion of Muldoon Murphy & Aguggia LLP as to the legality of the
common stock to be issued.
10.0 Ocean Shore Holding Co. 2005 Equity Incentive Plan1
10.1 Form of Award Agreements
23.1 Consent of Muldoon Murphy & Aguggia LLP
(contained in the opinion included as Exhibit 5.0)
23.2 Consent of Deloitte & Touche LLP
24.0 Power of Attorney (contained on the signature pages).
- ---------------------
(1) Incorporated herein by reference to Appendix A in the definitive proxy
statement (000-51000) filed with the SEC on June 7, 2005.

ITEM 9. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement unless the
information or prospectus required by (i) and (ii) is contained in
periodic reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act that are incorporated by reference into
this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in such Act and will be governed by the final
adjudication of such issue.

SIGNATURES

THE REGISTRANT.

Pursuant to the requirements of the Securities Act of 1933, Ocean Shore
Holding Co. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Ocean City, New Jersey on August 15, 2005.

OCEAN SHORE HOLDING CO.

By: /s/ Steven E. Brady
---------------------------------------
Steven E. Brady
President and Chief Executive Officer
(principal executive officer)

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Brady) constitutes and appoints Steven E. Brady, as the
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities to sign any or all amendments to the Form S-8 registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the United States Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully, and to all intents and purposes, as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Name Title Date
---- ----- ----

/s/ Steven E. Brady President, Chief Executive August 15, 2005
- ------------------------- Officer and Director
Steven E. Brady (principal executive officer)

/s/ Donald F. Morgenweck Senior Vice President, August 15, 2005
- ------------------------- Chief Financial Officer
Donald F. Morgenweck (principal accounting and
financial officer)

/s/ Sylva A. Bertini Director August 15, 2005
- -------------------------
Sylva A. Bertini

/s/ Frederick G. Dalzell MD Director August 15, 2005
- ---------------------------
Frederick G. Dalzell, MD

/s/ Christopher J. Ford Director August 15, 2005
- ---------------------------
Christopher J. Ford

/s/ Robert A. Previti Director August 15, 2005
- ---------------------------
Robert A. Previti

/s/ John L. Van Duyne Director August 15, 2005
- ---------------------------
John L. Van Duyne

/s/ Samuel R. Young Director August 15, 2005
- ---------------------------
Samuel R. Young

EXHIBIT INDEX

Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- ------------ ------------------------------- ---------------------- ------------

5.0 Opinion of Muldoon Murphy & Filed herewith.
Aguggia LLP

10.0 Ocean Shore Holding Co. 2005 Equity Incorporated herein by
Incentive Plan reference to Appendix A in
the definitive proxy
statement (000-51000) filed
with the SEC on June 7,
2005.

10.1 Form of Award Agreement Filed herewith.

23.1 Consent of Muldoon Murphy & Contained in the opinion
Aguggia LLP included as Exhibit 5.0.

23.2 Consent of Deloitte & Touche LLP Filed herewith.

24.0 Power of Attorney Located on the signature
page.