<PAGE> 1

As filed with the Securities and Exchange Commission on December 23, 2009
                                                    Registration No. ___________

                       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)


       NEW JERSEY                                      80-0282446
       ----------                                      ----------
(State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)

                               1001 ASBURY AVENUE
                              OCEAN CITY, NJ 08226
                                 (609) 399-0012
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                              OCEAN CITY HOME BANK
                           SAVINGS AND INVESTMENT 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.                           KILPATRICK STOCKTON LLP
1001 ASBURY AVENUE                                607 14TH STREET, NW, SUITE 900
OCEAN CITY, NJ 08226                              WASHINGTON, D.C.  20005
(609) 399-0012                                    (202) 508-5800
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

        Large accelerated filer [ ]     Accelerated filer [ ]
        Non-accelerated filer   [ ]     Smaller reporting company |X|
        (Do not check if a smaller reporting company)

<TABLE>
<CAPTION>

======================================================================================================================
     Title of each Class of            Amount          Proposed Maximum       Proposed Maximum         Amount of
        Securities to be               to be          Offering Price Per     Aggregate Offering      Registration
           Registered              Registered(1)             Share                Price(2)                Fee
----------------------------------------------------------------------------------------------------------------------
         <S>                            <C>                   <C>                   <C>                   <C>
          Common Stock
         $.01 par Value                 526,697               $8.69(3)              $4,577,000           $327
----------------------------------------------------------------------------------------------------------------------
         Participation
           Interests                    (4)
======================================================================================================================
</TABLE>
(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 City Home Bank Savings and Investment Plan (the "Plan") as the
     result of a stock split, stock dividend or similar adjustment of the
     outstanding common stock of Ocean Shore Holding Co. (the "Common Stock")
     pursuant to 17 C.F.R. ss.230.416(a).
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  The average of the high and low price of the Common Stock as reported on
     December 22, 2009 in accordance with 17 C.F.R. ss.230.457(c).
(4)  In addition, pursuant to 17 C.F.R. ss.230.416(c), this registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the Plan, based upon the maximum amount that could be
     issued under the Plan pursuant to 17 C.F.R. ss.230.457(h)(5). In accordance
     with 17 C.F.R. ss.230.457(h), where securities are to be offered pursuant
     to an employee benefit plan, the aggregate offering price and the amount of
     the registration fee shall be computed with respect to the maximum number
     of shares of Common Stock that may be purchased with the current assets of
     such Plan. Accordingly, no separate fee is required for the participation
     interests.

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. SS.230.462.

<PAGE> 2

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 City Home
Bank Savings and Investment 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 Annual Report on Form 10-K (File No. 333-153454
which includes the consolidated statements of financial condition of Ocean Shore
Holding Co. and subsidiaries as of December 31, 2008 and 2007, and the related
consolidated statements of income, statement of changes in equity and cash flows
for each of the three years in the period ended December 31, 2008.

         (b)  The Registrant's Quarterly Reports on Form 10-Q (File No.
333-153454 for the quarterly periods ended March 31, 2009, June 30, 2009 and
September 30, 2009 filed on May 7, 2009, August 10, 2009 and November 16, 2009,
respectively.

         (c)  The description of the Registrant's common stock contained in
Registrant's Form 8-K 12G, as filed with the SEC pursuant to Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to subsection
(a) of Rule 12g-3 promulgated under the Exchange Act.

         (d)  The Registrant's Current Reports on Form 8-K filed on December 21,
2009 (File No. 000-53856), December 17, 2009, December 15, 2009 and April 1,
2009 (File No. 333-153454) (other than items submitted under 2.02, 7.01 and 9.01
of Form 8-K).

         (e)  The Plan's  annual  report on Form 11-K for the fiscal year ended
December 31, 2008,  filed with the SEC on June 26, 2009 (File No. 000-51000).

         (f)  All documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold (in each case other than those portions
furnished under items 2.02, 7.01 and 9.01 of Form 8-K).

         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.

                                       2

<PAGE> 3

ITEM 4.  DESCRIPTION OF SECURITIES

         The Ocean Shore Holding Co. Common Stock to be offered pursuant to the
Plan has been registered pursuant to Section 12(g) of the Exchange Act as the
successor to the former issuer pursuant to subsection (a) of Rule 12g-3
promulgated under 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 Corporation's Certificate of Incorporation provides for the
following indemnification under Article IX:

                                   ARTICLE IX
                                 INDEMNIFICATION
                                 ---------------

      The Corporation shall indemnify to the fullest extent required or
permitted by law any person made or threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person or such person's testator, intestate,
personal representative or spouse is or was a director or officer of the
Corporation, is or was a director, officer, trustee, member, partner,
incorporator or liquidator of a Subsidiary of the Corporation, or serves or
served at the request of the Corporation as a director, officer, trustee,
member, partner, incorporator or liquidator of or in any other capacity for any
other enterprise. Expenses, including attorneys' fees, incurred by any such
person in defending any such action, suit or proceeding shall be paid or
reimbursed by the Corporation promptly upon demand by such person and, if any
such demand is made in advance of the final disposition of any such action, suit
or proceeding, promptly upon receipt by the Corporation of an undertaking of
such person to repay such expenses if it shall ultimately be determined that
such person is not entitled to be indemnified by the Corporation. The rights
provided to any person by this Article IX shall be enforceable against the
Corporation by such person, who shall be presumed to have relied upon it in
serving or continuing to serve as a director or officer or in such other
capacity as provided above. In addition, the rights provided to any person by
this Article IX shall survive the termination of such person as any such
director, officer, trustee, member, partner, incorporator or liquidator and,
insofar as such person served at the request of the Corporation as a director,
officer, trustee, member, partner, incorporator or liquidator of or in any other
capacity for any other enterprise, shall survive the termination of such request
as to service prior to termination of such request. No amendment of this Article
IX shall impair the rights of any person arising at any time with respect to
events occurring prior to such amendment.

      Notwithstanding anything contained in this Article IX, except for
proceedings to enforce rights provided in this Article IX, the Corporation shall
not be obligated under this Article IX to provide any indemnification or any
payment or reimbursement of expenses to any director, officer or other person in
connection with a proceeding (or part thereof) initiated by such person (which
shall not include counterclaims or crossclaims initiated by others) unless the
board of directors has authorized or consented to such proceeding (or part
thereof) in a resolution adopted by the board.

      For purposes of this Article IX, the term "Subsidiary" shall mean any
corporation, partnership, limited liability company or other entity in which the
Corporation owns, directly or indirectly, a majority of the economic or voting
ownership interest; the term "other enterprise" shall include any corporation,

                                       3
<PAGE> 4
partnership, limited liability company, joint venture, trust, association or
other unincorporated organization or other entity and any employee benefit plan;
the term "officer," when used with respect to the Corporation, shall refer to
any officer elected or appointed pursuant to the Corporation's Bylaws, when used
with respect to a Subsidiary or other enterprise that is a corporation, shall
refer to any person elected or appointed pursuant to the bylaws of such
Subsidiary or other enterprise or chosen in such manner as is prescribed by the
bylaws of such Subsidiary or other enterprise or determined by the board of
directors of such Subsidiary or other enterprise, and when used with respect to
a Subsidiary or other enterprise that is not a corporation or is organized in a
foreign jurisdiction, the term "officer" shall include in addition to any
officer of such entity, any person serving in a similar capacity or as the
manager of such entity; service "at the request of the Corporation" shall
include service as a director or officer of the Corporation which imposes duties
on, or involves services by, such director or officer with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed to
be indemnifiable expenses; and action by a person with respect to an employee
benefit plan which such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.

      To the extent authorized from time to time by the board of directors, the
Corporation may provide to (i) any one or more employees and other agents of the
Corporation, (ii) any one or more officers, employees and other agents of any
Subsidiary and (iii) any one or more directors, officers, employees and other
agents of any other enterprise, rights of indemnification and to receive payment
or reimbursement of expenses, including attorneys' fees, that are similar to the
rights conferred in this Article IX on directors and officers of the Corporation
or any Subsidiary or other enterprise. Any such rights shall have the same force
and effect as they would have if they were conferred in this Article IX.

      Nothing in this Article IX shall limit the power of the Corporation or the
board of directors to provide rights of indemnification and to make payment and
reimbursement of expenses, including attorneys' fees, to directors, officers,
employees, agents and other persons otherwise than pursuant to this Article IX.

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):

         10     Ocean City Home Bank Savings and Investment Plan(1)
         23.0   Consent of Deloitte & Touche, LLP
         24     Power of Attorney (contained on the signature pages).
--------------------
(1) Incorporated by reference herein.

                                       4
<PAGE> 5

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:

             (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. Notwithstanding the foregoing, any increase or decrease in the Volume
of Securities Offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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.

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this 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.

         (c)-(g) Not applicable.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, 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 director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, 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

                                       5
<PAGE> 6

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.

         The registrant has submitted or will submit the Plan and amendments
thereto to the IRS in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.

                                       6

<PAGE> 7
                                   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 December 23, 2009.


                                      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.
<TABLE>
<CAPTION>


     Name                                           Title                                  Date
     ----                                           -----                                  ----
<S>                                         <C>                                         <C>


/s/ Steven E. Brady                         President, Chief Executive                  December 23, 2009
------------------------------------        Officer and Director
Steven E. Brady                             (principal executive officer)


/s/ Donald F. Morgenweck                    Senior Vice President and                   December 23, 2009
------------------------------------        Chief Financial Officer
Donald F. Morgenweck                        (principal accounting and financial officer)


/s/ Sylva A. Bertini                        Director                                    December 23, 2009
------------------------------------
Sylva A. Bertini

                                       7
<PAGE> 8


                                            Director
------------------------------------
Frederick G. Dalzell, M.D.



/s/ Christopher J. Ford                     Director                                    December 23, 2009
------------------------------------
Christopher J. Ford



/s/ Robert A. Previti, Ed. D.               Director                                    December 23, 2009
------------------------------------
Robert A. Previti, Ed. D.



/s/ John L. Van Duyne, Jr.                  Director                                    December 23, 2009
------------------------------------
John L. Van Duyne, Jr.



/s/ Samuel R. Young                         Director                                    December 23, 2009
------------------------------------
Samuel R. Young
</TABLE>


                                       8

<PAGE>


THE PLAN.

         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Ocean City Home Bank Savings and
Investment Plan have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in Ocean City, New Jersey
on December 23, 2009.


                                           OCEAN CITY HOME BANK
                                           SAVINGS AND INVESTMENT PLAN



                                           By: /s/ Emily J. Bruley
                                               ---------------------------------
                                               Plan Administrator



<PAGE> 9
<TABLE>
<CAPTION>


                                 EXHIBIT INDEX
                                 -------------


                                                                                                                  Sequentially
                                                                                                                    Numbered
   Exhibit No.                       Description                               Method of Filing                  Page Location
------------------      --------------------------------------     -----------------------------------------    -----------------
     <S>                <C>                                        <C>
                        Ocean City Home Bank Savings               Incorporated by reference.
     10                 and Investment Plan

     23.0               Consent of Deloitte & Touche LLP           Filed herewith.

     24                 Power of Attorney                          Located on the signature page.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "oceans8investplandec22-09.txt", "secsgml_size_bytes": 25065}]
{"company-data": {"conformed-name": "Ocean Shore Holding Co.", "cik": "0001444397", "assigned-sic": "6035", "irs-number": "000000000", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-163986", "film-number": "091258189"}, "business-address": {"street1": "1001 ASBURY AVENUE", "city": "OCEAN CITY", "state": "NJ", "zip": "08226", "phone": "800-771-7990"}, "mail-address": {"street1": "1001 ASBURY AVENUE", "city": "OCEAN CITY", "state": "NJ", "zip": "08226"}}
1

As filed with the Securities and Exchange Commission on December 23, 2009
                                                    Registration No. ___________

                       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)

       NEW JERSEY                                      80-0282446
       ----------                                      ----------
(State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)

                               1001 ASBURY AVENUE
                              OCEAN CITY, NJ 08226
                                 (609) 399-0012
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                              OCEAN CITY HOME BANK
                           SAVINGS AND INVESTMENT 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.                           KILPATRICK STOCKTON LLP
1001 ASBURY AVENUE                                607 14TH STREET, NW, SUITE 900
OCEAN CITY, NJ 08226                              WASHINGTON, D.C.  20005
(609) 399-0012                                    (202) 508-5800
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

        Large accelerated filer [ ]     Accelerated filer [ ]
        Non-accelerated filer   [ ]     Smaller reporting company |X|
        (Do not check if a smaller reporting company)
======================================================================================================================
     Title of each Class of            Amount          Proposed Maximum       Proposed Maximum         Amount of
        Securities to be               to be          Offering Price Per     Aggregate Offering      Registration
           Registered              Registered(1)             Share                Price(2)                Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock
         $.01 par Value                 526,697               $8.69(3)              $4,577,000           $327
----------------------------------------------------------------------------------------------------------------------
         Participation
           Interests                    (4)
======================================================================================================================
(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 City Home Bank Savings and Investment Plan (the "Plan") as the
     result of a stock split, stock dividend or similar adjustment of the
     outstanding common stock of Ocean Shore Holding Co. (the "Common Stock")
     pursuant to 17 C.F.R. ss.230.416(a).
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  The average of the high and low price of the Common Stock as reported on
     December 22, 2009 in accordance with 17 C.F.R. ss.230.457(c).
(4)  In addition, pursuant to 17 C.F.R. ss.230.416(c), this registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the Plan, based upon the maximum amount that could be
     issued under the Plan pursuant to 17 C.F.R. ss.230.457(h)(5). In accordance
     with 17 C.F.R. ss.230.457(h), where securities are to be offered pursuant
     to an employee benefit plan, the aggregate offering price and the amount of
     the registration fee shall be computed with respect to the maximum number
     of shares of Common Stock that may be purchased with the current assets of
     such Plan. Accordingly, no separate fee is required for the participation
     interests.

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. SS.230.462.
2

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 City Home
Bank Savings and Investment 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 Annual Report on Form 10-K (File No. 333-153454
which includes the consolidated statements of financial condition of Ocean Shore
Holding Co. and subsidiaries as of December 31, 2008 and 2007, and the related
consolidated statements of income, statement of changes in equity and cash flows
for each of the three years in the period ended December 31, 2008.

         (b)  The Registrant's Quarterly Reports on Form 10-Q (File No.
333-153454 for the quarterly periods ended March 31, 2009, June 30, 2009 and
September 30, 2009 filed on May 7, 2009, August 10, 2009 and November 16, 2009,
respectively.

         (c)  The description of the Registrant's common stock contained in
Registrant's Form 8-K 12G, as filed with the SEC pursuant to Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to subsection
(a) of Rule 12g-3 promulgated under the Exchange Act.

         (d)  The Registrant's Current Reports on Form 8-K filed on December 21,
2009 (File No. 000-53856), December 17, 2009, December 15, 2009 and April 1,
2009 (File No. 333-153454) (other than items submitted under 2.02, 7.01 and 9.01
of Form 8-K).

         (e)  The Plan's  annual  report on Form 11-K for the fiscal year ended
December 31, 2008,  filed with the SEC on June 26, 2009 (File No. 000-51000).

         (f)  All documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold (in each case other than those portions
furnished under items 2.02, 7.01 and 9.01 of Form 8-K).

         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.

                                       2
3

ITEM 4.  DESCRIPTION OF SECURITIES

         The Ocean Shore Holding Co. Common Stock to be offered pursuant to the
Plan has been registered pursuant to Section 12(g) of the Exchange Act as the
successor to the former issuer pursuant to subsection (a) of Rule 12g-3
promulgated under 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 Corporation's Certificate of Incorporation provides for the
following indemnification under Article IX:

                                   ARTICLE IX
                                 INDEMNIFICATION
                                 ---------------

      The Corporation shall indemnify to the fullest extent required or
permitted by law any person made or threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person or such person's testator, intestate,
personal representative or spouse is or was a director or officer of the
Corporation, is or was a director, officer, trustee, member, partner,
incorporator or liquidator of a Subsidiary of the Corporation, or serves or
served at the request of the Corporation as a director, officer, trustee,
member, partner, incorporator or liquidator of or in any other capacity for any
other enterprise. Expenses, including attorneys' fees, incurred by any such
person in defending any such action, suit or proceeding shall be paid or
reimbursed by the Corporation promptly upon demand by such person and, if any
such demand is made in advance of the final disposition of any such action, suit
or proceeding, promptly upon receipt by the Corporation of an undertaking of
such person to repay such expenses if it shall ultimately be determined that
such person is not entitled to be indemnified by the Corporation. The rights
provided to any person by this Article IX shall be enforceable against the
Corporation by such person, who shall be presumed to have relied upon it in
serving or continuing to serve as a director or officer or in such other
capacity as provided above. In addition, the rights provided to any person by
this Article IX shall survive the termination of such person as any such
director, officer, trustee, member, partner, incorporator or liquidator and,
insofar as such person served at the request of the Corporation as a director,
officer, trustee, member, partner, incorporator or liquidator of or in any other
capacity for any other enterprise, shall survive the termination of such request
as to service prior to termination of such request. No amendment of this Article
IX shall impair the rights of any person arising at any time with respect to
events occurring prior to such amendment.

      Notwithstanding anything contained in this Article IX, except for
proceedings to enforce rights provided in this Article IX, the Corporation shall
not be obligated under this Article IX to provide any indemnification or any
payment or reimbursement of expenses to any director, officer or other person in
connection with a proceeding (or part thereof) initiated by such person (which
shall not include counterclaims or crossclaims initiated by others) unless the
board of directors has authorized or consented to such proceeding (or part
thereof) in a resolution adopted by the board.

      For purposes of this Article IX, the term "Subsidiary" shall mean any
corporation, partnership, limited liability company or other entity in which the
Corporation owns, directly or indirectly, a majority of the economic or voting
ownership interest; the term "other enterprise" shall include any corporation,

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partnership, limited liability company, joint venture, trust, association or
other unincorporated organization or other entity and any employee benefit plan;
the term "officer," when used with respect to the Corporation, shall refer to
any officer elected or appointed pursuant to the Corporation's Bylaws, when used
with respect to a Subsidiary or other enterprise that is a corporation, shall
refer to any person elected or appointed pursuant to the bylaws of such
Subsidiary or other enterprise or chosen in such manner as is prescribed by the
bylaws of such Subsidiary or other enterprise or determined by the board of
directors of such Subsidiary or other enterprise, and when used with respect to
a Subsidiary or other enterprise that is not a corporation or is organized in a
foreign jurisdiction, the term "officer" shall include in addition to any
officer of such entity, any person serving in a similar capacity or as the
manager of such entity; service "at the request of the Corporation" shall
include service as a director or officer of the Corporation which imposes duties
on, or involves services by, such director or officer with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed to
be indemnifiable expenses; and action by a person with respect to an employee
benefit plan which such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.

      To the extent authorized from time to time by the board of directors, the
Corporation may provide to (i) any one or more employees and other agents of the
Corporation, (ii) any one or more officers, employees and other agents of any
Subsidiary and (iii) any one or more directors, officers, employees and other
agents of any other enterprise, rights of indemnification and to receive payment
or reimbursement of expenses, including attorneys' fees, that are similar to the
rights conferred in this Article IX on directors and officers of the Corporation
or any Subsidiary or other enterprise. Any such rights shall have the same force
and effect as they would have if they were conferred in this Article IX.

      Nothing in this Article IX shall limit the power of the Corporation or the
board of directors to provide rights of indemnification and to make payment and
reimbursement of expenses, including attorneys' fees, to directors, officers,
employees, agents and other persons otherwise than pursuant to this Article IX.

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):

         10     Ocean City Home Bank Savings and Investment Plan(1)
         23.0   Consent of Deloitte & Touche, LLP
         24     Power of Attorney (contained on the signature pages).
--------------------
(1) Incorporated by reference herein.

                                       4
5

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:

             (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. Notwithstanding the foregoing, any increase or decrease in the Volume
of Securities Offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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.

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this 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.

         (c)-(g) Not applicable.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, 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 director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, 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

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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.

         The registrant has submitted or will submit the Plan and amendments
thereto to the IRS in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.

                                       6
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                                   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 December 23, 2009.

                                      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                  December 23, 2009
------------------------------------        Officer and Director
Steven E. Brady                             (principal executive officer)

/s/ Donald F. Morgenweck                    Senior Vice President and                   December 23, 2009
------------------------------------        Chief Financial Officer
Donald F. Morgenweck                        (principal accounting and financial officer)

/s/ Sylva A. Bertini                        Director                                    December 23, 2009
------------------------------------
Sylva A. Bertini

                                       7
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                                            Director
------------------------------------
Frederick G. Dalzell, M.D.

/s/ Christopher J. Ford                     Director                                    December 23, 2009
------------------------------------
Christopher J. Ford

/s/ Robert A. Previti, Ed. D.               Director                                    December 23, 2009
------------------------------------
Robert A. Previti, Ed. D.

/s/ John L. Van Duyne, Jr.                  Director                                    December 23, 2009
------------------------------------
John L. Van Duyne, Jr.

/s/ Samuel R. Young                         Director                                    December 23, 2009
------------------------------------
Samuel R. Young
8
THE PLAN.

         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Ocean City Home Bank Savings and
Investment Plan have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in Ocean City, New Jersey
on December 23, 2009.

                                           OCEAN CITY HOME BANK
                                           SAVINGS AND INVESTMENT PLAN

                                           By: /s/ Emily J. Bruley
                                               ---------------------------------
                                               Plan Administrator
9
EXHIBIT INDEX
                                 -------------

                                                                                                                  Sequentially
                                                                                                                    Numbered
   Exhibit No.                       Description                               Method of Filing                  Page Location
------------------      --------------------------------------     -----------------------------------------    -----------------
Ocean City Home Bank Savings               Incorporated by reference.
     10                 and Investment Plan

     23.0               Consent of Deloitte & Touche LLP           Filed herewith.

     24                 Power of Attorney                          Located on the signature page.