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


    DI VI SION OF
CORPORATI ON FI NANCE
                                                                       May 13,
2019

  Charles W. Griege, Jr.
  Roaring Blue Lion Capital Management, L.P.
  8115 Preston Road, Suite 550
  Dallas, TX 75225-6307

           Re:     HomeStreet, Inc.
                   PRRN14A filed by Roaring Blue Lion Capital Management, L.P.,
et al.
                   Filed May 10, 2019
                   File No. 001-35424

  Dear Mr. Griege:

          We have reviewed the above-captioned filing, and have the following
comments. Some
  of our comments may ask for additional information so 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/or any information
provided in response
  to these comments, we may have additional comments.

  Schedule 14A

  1. To the extent the Washington Department of Financial Institutions must
approve acquisitions
     of proxy authority representing 25% or more of the voting power of a
financial institution
     within its jurisdiction, please disclose the risk that proxies delivered
to the participants may
     be rendered "ineffective and void" by this state banking regulator and
ineligible to be voted.

  2. Please provide the factual foundation to support the statement made on
page 5 that
     HomeStreet "claimed that the diversity of the mortgage business was
critical to the overall
     future operational success of the bank." Alternatively, please delete the
contention.
  3. To the extent Blue Lion voluntarily elected to include hundreds of pages
of materials in its
     660 page nomination submission, including approximately 415 pages of
previously filed
     Schedule 13D filings that were not required or requested under the advance
notice bylaws,
     please revise to remove the implication HomeStreet imposed such onerous
obligation.

  4. Please provide us with the factual foundation for the attestation that the
participants "were
     told [that an employee in HomeStreet's commercial/SBA lending division]
was fired for
     cause. Alternatively, please delete the attestation.
 Charles W. Griege, Jr.
May 13, 2019
Page 2

5. To the extent a factual foundation exists to support the following
statements, please revise to
   ensure that each representation or assertion is clearly described as an
expression of opinion
   instead of conclusory statements of fact:

       Using their deep understanding of commercial banking and corporate
turnarounds . . .
       (Page 1);

       HomeStreet's financial performance has been poor. (Page 4);

       Shareholder returns have been equally disappointing. (Page 4);

       HomeStreet has experienced high executive turnover in its commercial /
SBA lending
       division . . . (Page 5)

       HomeStreet's Board needs fresh perspectives and experience. (Page 5)

6. Please advise us of the factual foundation upon which the participants rely
to assert that
   HomeStreet undertook "extensive efforts to disenfranchise shareholders"
given the decision
   reached by the Washington State Supreme Court regarding compliance with the
advance
   notice bylaw. Alternatively, please use a different formulation or delete
the assertion.

7. At present, page 22 states that "certain regular employees" will participant
in the proxy
   solicitation but the class of Blue Lion's regular employees to be employed
to solicit security
   holders has not been identified. In addition, use of the term "regular"
appears insufficient to
   describe a class of employee. Please revise or advise. See Item 4(b)(2) of
Schedule 14A.

8. Item 5(b)(1)(ii) of Schedule 14A requires that each participant disclose his
or her present
   principal occupation or employment as well as the name, principal business
and address of
   any corporation or other organization in which such employment is carried
on. Mr.
   Tanemura's occupation is listed as "Private Investor and Independent
Director" at page 11.
   Please provide the address of each company of which Mr. Tanemura currently
serves as a
   director in the next amendment to the proxy statement, or advise.

9. We note the response provided in reply to prior comment number six in our
letter dated May
   8, 2019. Notwithstanding the revised disclosure, please advise us why the
revised
   description of the required "general effect of such amendment" did not
address the impact
   making a majority of the Board subject to change at any given annual meeting
of
   shareholders could have in the takeover context.

                                         *       *      *
 Charles W. Griege, Jr.
May 13, 2019
Page 3



         We remind you that the filing persons are responsible for the accuracy
and adequacy of
their 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
and Acquisitions


cc: Eleazer Klein, Esq.