MALIZIA SPIDI & FISCH, PC
ATTORNEYS AT LAW
1100 NEW YORK AVENUE, N.W. 1900 SOUTH ATHERTON STREET
SUITE 340 WEST SUITE 101
WASHINGTON, D.C. 20005 STATE COLLEGE, PA 16801
(202) 434-4660 (814) 272-3502
FACSIMILE: (202) 434-4661 FACSIMILE: (814) 272-3514
SAMUEL J. MALIZIA WRITER'S DIRECT DIAL NUMBER
MALIZIA@MALIZIALAW.COM (202) 434-4666
VIA EDGAR
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June 20, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: American Bancorp of New Jersey, Inc.
Registration Statement on Form S-1
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Dear Sir or Madam:
Accompanying this letter, on behalf of the above-referenced registrant,
is the Registration Statement on Form S-1 relating to the registration for the
sale of up to 14,169,642 shares of the common stock, par value $0.10 per share,
of the registrant. A wire transfer to the Securities and Exchange Commission
(the "SEC") in the amount of $16,677.67 in payment of the filing fee for the
Registration Statement has previously been delivered to the account of the SEC
at Mellon Bank.
As described in the Registration Statement, the registrant is offering
its common stock in connection with the conversion of American Savings, MHC from
the mutual to the stock form of organization pursuant to a Plan of Conversion
and Reorganization in accordance with Part 563b of the regulations of the Office
of Thrift Supervision (the "OTS"). The shares being offered for sale represent
the 70% ownership interest in ASB Holding Company, the federally-chartered mid-
tier holding company, now owned by American Savings, MHC. The remaining 30%
ownership interest in ASB Holding Company is owned by the public and will be
exchanged for shares of American Bancorp of New Jersey, Inc.'s common stock.
This transaction is commonly referred to as a second-step conversion.
We are concurrently filing with the OTS an Application for Conversion
on Form AC as well as an H-(e)1-S Savings and Loan Holding Company Application.
We are also concurrently filing with the SEC a preliminary proxy statement for
the special meeting of stockholders of ASB Holding Company to vote of the Plan
of Conversion and Reorganization.
MALIZIA SPIDI & FISCH, PC
Securities and Exchange Commission
June 20, 2005
Page 2
Please call the undersigned or Tiffany Hasselman of this office with
any questions or comments regarding the Registration Statement.
Sincerely,
/s/Samuel J. Malizia
Samuel J. Malizia
Enclosures
cc: Joseph Kliminski, Chief Executive Officer
Fred G. Kowal, President and Chief Operating Officer
Ms. Wendy L. Campbell, Crowe Chizek and Company LLC