UNITED STATES
                                 SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON, D.C. 20549


   DIVISION OF
CORPORATION FINANCE


                                                                       May 7,
2019
  Mark K. Mason
  Chairman of the Board, President and
  Chief Executive Officer
  HomeStreet, Inc.
  601 Union Street, Suite 2000
  Seattle, WA 98101

          Re:     HomeStreet, Inc.
                  PREC14A preliminary proxy statement filing made on Schedule
14A
                  Filed on May 3, 2019 by HomeStreet, Inc.
                  File No. 001-35424

  Dear Mr. Mason,

          We have reviewed the above-captioned filing, and have the following
comments. Some
  of our comments may ask for additional information so that we may better
understand the disclosure.

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

          After reviewing any amendment to the filing and any information
provided in response to
  these comments, we may have additional comments.

  Schedule 14A
  1. Rule 14a-6(d) and Item 1(b) of Schedule 14A together require that the
approximate date upon
     which the proxy statement will be mailed to shareholders be placed on the
first page of the
     proxy statement as defined under Rule 14a-1(g). At present, an attempt to
include this date
     appears to have been made in the shareholder letter and Notice, which
documents are outside
     the scope of the cited definition of proxy statement and otherwise not
part of Rule 14a-101.

  How do I vote?, page 6
  2. Please advise us of the legal basis upon which the registrant has relied
to conclude that
     brokers may be eligible to vote shares on Proposal 3 in the absence of
instructions timely
     transmitted by beneficial owners. Alternatively, please revise to remove
the implication that
     "broker non-votes" will still exist on Proposal 3. See Item 21(b) of
Schedule 14A.

  3. Please advise us of the legal basis upon which the registrant has relied
to conclude that banks
     and nominees other than brokers are unable to use discretionary authority
to vote on non-
     routine matters. Please also advise us how a vote from a non-broker could
still be considered
     a "broker non-vote" within the meaning of Item 21 of Schedule 14A.
 Mark K. Mason
HomeStreet, Inc.
May 7, 2019
Page 2

Proposal 1   Election of Directors, page 16

4. In light of the requirement under Item 5(b)(1)(iii) of Schedule 14A to state
whether or not
   any of the participants have been the subject of criminal convictions within
the last ten years,
   please provide us with a written reply on behalf of each participant in
response to this line
   item notwithstanding the fact that a negative response need not be disclosed
in the proxy
   statement filed under cover of Schedule 14A.

5. Please confirm, and consider disclosing, if true, that each person nominated
for election as a
   director has agreed to be named in the proxy statement and to serve if
elected. Refer to Rule
   14a-4(d)(1).

Proposal 2 | Advisory (Non-Binding) Vote on Executive Compensation, page 65

6. Please advise us, with a view toward revised disclosure, why the frequency
of shareholder
   advisory votes on executive compensation, and the expected date of the next
such vote,
   appear not to have been disclosed. See Item 24 of Schedule 14A.

Proposal 5 | Approval of an Amendment to the Articles [ ] to Declassify the
Board [ ], page 69

7. Given that Item 19 requires the registrant to disclose "the general effect
of such amendment,"
   and Instruction 2 thereto references anti-takeover and similar proposals,
please disclose the
   general effect such an amendment could have in the takeover context, of
advise.

Shareholder Proposals, page 72

8. To the extent the three stockholder proposals are regulated under Item 18 of
Schedule 14A,
   titled "Matters not required to be submitted," please revise to expressly
state what board
   action, if any, is intended to be taken in the event of a negative vote by
security holders.
   Note also that the right of a security holder to vote on a matter is
determined by a source of
   legal authority other than the federal securities laws.

Costs of Solicitation, page 77

9. Given the generic reference to "aggregate expenses" as well as the expected
quantification of
   the proxy solicitor's fee, advise us how the registrant has complied with
its obligation to
   disclose all costs in furtherance of the solicitation as required under Item
4(b) of Schedule
   14A. Alternatively, please revise this section to provide the information
requested in the
   context of a contested election of directors. Refer also to Instruction 1 to
Item 4, which seeks
   disclosure of all costs incidental to the solicitation above what the
registrant normally
   expends. Please also advise us why "regular" should be viewed as a class of
employee.
 Mark K. Mason
HomeStreet, Inc.
May 7, 2019
Page 3

Form of Proxy

10. The form of proxy is not part of the proxy statement. See Rule 14a-1(g)(for
a definition of
    the term "proxy statement") and Rule 14a-101(for Schedule 14A and an
itemization of
    information required in the proxy statement). Disclosures made in the
narrative of the proxy
    statement therefore will not satisfy disclosure obligations with respect to
the presentation of
    information on form of proxy. Please revise the form of proxy to expressly
state whether
    each matter upon which security holders are being asked to vote has been
proposed by the
    registrant. See Rule 14a-4(a)(3) of Regulation 14A.

                                         *       *       *

       We remind you that the registrant is responsible for the accuracy and
adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

        You may contact me at (202) 551-3266 with any questions.


                                                             Sincerely,

                                                             /s/ Nicholas P.
Panos

                                                             Nicholas P. Panos
                                                             Senior Special
Counsel
                                                             Office of Mergers
& Acquisitions

cc:    Beth E. Berg, Esq.
       Kai H.E. Liekefett, Esq.