October 9, 2019

Steven J. Tsimbinos, Esq.
Executive Vice President, General Counsel and Corporate Secretary
OceanFirst Financial Corp.
110 West Front Street
Red Bank, NJ 07701

       Re: OceanFirst Financial Corp.
           Registration Statement on Form S-4
           Filed September 20, 2019
           File No. 333-233872

Dear Mr. Tsimbinos:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form S-4 filed September 20, 2019

Comparison of Stockholders' Rights
Forum Selection Bylaw, page 103

1.     We note that your forum selection provision identifies a state court
located within the
       State of Delaware (or, if no state court located within the State of
Delaware has
       jurisdiction, the federal district court for the District of Delaware)
as the exclusive forum
       for certain litigation, including any "derivative action." Please revise
your prospectus to
       reflect the degree to which federal courts or other state courts retain
jurisdiction. Please
       also disclose whether this provision applies to actions arising under
the Securities Act or
       Exchange Act. If so, please also state that there is uncertainty as to
whether a court would
       enforce such provision. If the provision applies to Securities Act
claims, please also state
       that investors cannot waive compliance with the federal securities laws
and the rules and
 Steven J. Tsimbinos, Esq.
OceanFirst Financial Corp.
October 9, 2019
Page 2
      regulations thereunder. In that regard, we note that Section 22 of the
Securities Act
      creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce
      any duty or liability created by the Securities Act or the rules and
regulations thereunder.
      If this provision does not apply to actions arising under the Securities
Act or Exchange
      Act, please also ensure that the exclusive forum provision in the
governing documents
      states this clearly, or tell us how you will inform investors in future
filings that the
      provision does not apply to any actions arising under the Securities Act
or Exchange Act.
2.    Additionally, if this provision applies to actions arising under the
Securities Act or
      Exchange Act, please also revise your prospectus to add a risk factor
clearly
      describing the material risks for investors. Such material risks may
include, but are not
      limited to, increased costs to bring a claim or that this provision may
discourage claims or
      limit investors' ability to bring a claim in a judicial forum that they
find favorable. Please
      make corresponding revisions to your future filings under the Exchange
Act.
General

3.    We note your pending acquisitions of both Two River Bancorp and Country
Bank
      Holding Company, Inc., as well as your recent acquisition of Capital Bank
of New Jersey
      completed on January 31, 2019. Please revise to include all pro forma
financial
      information required by Article 11 of Regulation S-X, as well as any
additional audited
      financial statements required by Rule 3-05 of Regulation S-X, or tell us
why you do not
      believe this information is required.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Christopher Dunham, Staff Attorney, at (202) 551-3783 or
Pamela A.
Long at (202) 551-3765 with any other questions.



                                                             Sincerely,
FirstName LastNameSteven J. Tsimbinos, Esq.
                                                             Division of
Corporation Finance
Comapany NameOceanFirst Financial Corp.
                                                             Office of Finance
October 9, 2019 Page 2
cc:       David C. Ingles, Esq.
FirstName LastName